Securities

Expert Analysis

• New ISS Policy Affects IPO Co. Director Elections

  

  While anti-takeover charter provisions, such as a classified board or dual-class stock, are appropriate in many instances, companies preparing for an initial public offering should be aware of the consequences for director elections given a recent policy change implemented by Institutional Shareholder Services, say attorneys with Davis Polk & Wardwell LLP.

• Unintended Consequences Of New DOL Fiduciary Rule

  

  The U.S. Department of Labor's new “fiduciary rule,” which redefined the term "fiduciaries" in relation to employee benefit plans under the Employee Retirement Income Security Act, may require ERISA fidelity bonding for advisers who provide discretionary investment management services to 401(k) plans, says Max Schatzow of Stark & Stark.

• 5 Mistakes To Avoid When Building Law Libraries

  

  As advances in technology continue to push law libraries in a more complex direction, many law firms are still making structural mistakes. Fahad Zaidi, senior consultant at HBR Consulting, notes five common pitfalls that law firms should be wary of when developing their libraries.

• A Key Victory For SEC In Battle Over Administrative Courts

  

  The D.C. Circuit's ruling last week in Lucia v. U.S. Securities and Exchange Commission will undoubtedly bolster the SEC’s use of its administrative forum even in the face of continued criticism that the forum gives the agency an unfair advantage, say Thomas Krysa and Lawrence Treece of Brownstein Hyatt Farber Schreck LLP.

• Law Students Should Explore BigLaw Pro Bono Options

  

  I worry too many law students see the priorities of BigLaw in tension with a meaningful commitment to pro bono work, making them reluctant to ask questions in interviews about pro bono opportunities and a firm’s commitment to its community. This needs to change, says Skadden partner and former White House legal adviser Michael Scudder.

• Does Your D&O Policy Cover Informal SEC Investigations?

  

  Over the years, numerous policy revisions have been adopted in various forms to address directors and officers insurance coverage issues in connection with an informal U.S. Securities and Exchange Commission investigation. Yet the issues continue to arise, as shown most recently in a District of Colorado ruling in MusclePharm v. Liberty Insurance, says Kevin LaCroix of RT ProExec.

• Time To Revisit Severance Agreements

  

  The U.S. Securities and Exchange Commission's recent order involving BlueLinx Holdings shows that the commission is apt to pursue enforcement actions where it finds that employee severance and settlement agreements impede an individual from reporting a violation of securities laws and may signal that increased, rigorous scrutiny of such agreements is on the horizon, says Steven Pearlman at Proskauer Rose LLP.

• International Cartel Stats: A Look At The Last 26 Years

  

  John M. Connor, professor emeritus at Purdue University and senior fellow of the American Antitrust Institute, compiled information on 1,336 private international cartels investigated since 1990. In this article, he presents aggregate statistics on numbers, affected sales, damages, corporate penalties, individual fines and incarceration, and highlights broad geographic differences.

• New Ruling May Revive Mutual Fund Securities Litigation

  

  For years, mutual fund shareholders have been limited in their ability to successfully allege securities fraud in class actions. But with a recent New York federal court decision in Youngers v. Virtus Investment, it is likely that mutual fund investors will bring and survive dispositive motions at the pleading stage and attain favorable settlements, say Geoffrey Coll and Marco Molina of BakerHostetler.

• Punching Above Your Weight: Minority Investments In PE

  

  In recent years, private equity funds have become increasingly willing to make minority investments in private companies. Funds can maximize their investments by implementing certain minority protections at the board and shareholder levels as well as through certain specialized mechanics, say attorneys with Mayer Brown LLP.