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FLORIDA MAN BEING SENTENCED FOR WIRE FRAUD IN CONNECTION WITH TRADING COMPANY
News, Securities, TechnologyThe United States Attorney’s Office for the Southern District of Florida issued a press release about a Kissimmee, Florida resident being sentenced to more than seventeen years in prison after having been convicted at trial of wire fraud.
TEXAS OIL COMPANY PAYS $5.4 MILLION TO SETTLE SEC SUIT
News, SecuritiesThe SEC entered into a settlement on its recently-filed securities suit against defendants Southlake Resources Group, LLC (“Southlake”), Cody Winters, and Nicholas Hamilton. The defendants consented to entry of the SEC’s proposed final judgments without admitting or denying the allegations in the SEC’s complaint.
MANHATTAN TAX ATTORNEY AND CPA INDICTED FOR TAX EVASION
Corporate Transactional, NewsThe United States Attorney’s Office for the Southern District of New York announced that Manhattan tax attorney Harold Levine and Florida certified public account Ronald Katz were charged in Manhattan federal court in an eight-count Indictment with engaging in a multi-year tax evasion scheme involving the diversion of millions of dollars of fees from a Manhattan law firm, and the failure to report that fee income to the IRS.
DEFINING A SELLER’S KNOWLEDGE IN AN M&A AGREEMENT
Mergers & Acquisitions, NewsIn any M&A transaction there will be representations and warranties across the company’s business. To limit exposure look at setting knowledge qualifiers.
MATERIALITY SCRAPES IN M&A AGREEMENTS
Mergers & Acquisitions, NewsA materiality scrape is a provision in the agreement that provides that when determining either: (1) whether a representation or warranty in the agreement has been breached; and/or (2)…
INDEMNITY PROVISIONS IN AGREEMENTS FOR SALE OF A BUSINESS
Mergers & Acquisitions, NewsWhen business owners receive an agreement for the purchase of their business, it is easy to feel lost in a sea of legalese. The agreement generally can be anywhere from 40 to 100-plus pages, covering a broad range of representations and warranties, tax matter procedures and so on.
NEGOTIATING FAVORABLE TAX TREATMENT OF EARNOUTS
Mergers & Acquisitions, NewsIf a company’s owners are negotiating a sale of their business, one facet of compensation the buyer may propose is an earnout.
NEGOTIATING AN ENGAGEMENT AGREEMENT WITH AN INVESTMENT BANKER
Mergers & Acquisitions, NewsA company looking to sell its business will often engage an investment banker to assist in the process. The right investment banking firm can help a company sell its business for substantially more than it otherwise would have.
ADDRESSING IMPORTANT DEAL POINTS IN YOUR LETTER OF INTENT
Corporate Transactional, NewsThe fact that the letter of intent is non-binding and chiefly addresses business points of the deal sometimes lulls business owners into a sense of complacency on the legal aspects of the deal, with the mindset being that the lawyers can hash out the legal terms later.
DELAWARE CHANCERY CASE HAS SIGNIFICANT IMPLICATIONS ON USE OF SUPERMAJORITY PROVISIONS WITH DELAWARE CORPORATIONS
Corporate Transactional, NewsA recent case from the Delaware Chancery Court has cast doubt on the validity of bylaws containing supermajority voting requirements on items where Delaware’s General Corporation Law (“DGCL”) contains a specific voting threshold.
SEC CHARGES CHINESE NATIONAL CITIZENS WITH INSIDER TRADING, OBTAINS ORDER FREEZING $29 MILLION IN U.S. ACCOUNTS
News, SecuritiesThe Securities and Exchange Commission announced Friday that it obtained an emergency court order freezing brokerage accounts holding more than $29 million in allegedly illegal profits from insider trading that took place prior to the April 2016 acquisition of DreamWorks Animation SKG, Inc. by Comcast Corp.
UBS ANNOUNCES HONG KONG SECURITIES REGULATORS INVESTIGATING ITS WORK ON IPOS
NewsNow, there’s news this week that Hong Kong’s Securities and Futures Commission is investigating UBS’s conduct in sponsoring IPOs. UBS made the announcement in its most recent quarterly earnings report. UBS announced that the Commission gave notice it would take action against the company and certain unnamed employees for their work in sponsoring IPOs.
SEC RESPONDS TO SAN DIEGO INVESTMENT ADVISER RAYMOND LUCIA’S PETITION FOR REHEARING ON CLAIM SEC IN-HOUSE COURTS ARE UNCONSTITUTIONAL
Corporate Transactional, NewsSan Diego-based investment adviser Raymond Lucia’s request that the court consider his challenge to the constitutionality of the SEC’s use of in-house courts was recently rejected by a panel of the U.S. Court of Appeals for the District of Columbia Circuit. Lucia, a well-known investment adviser with a long career, was charged by the SEC with conducting misleading investment seminars that promoted a “buckets of money” investing strategy that was purportedly supported by empirical testing, when no such reliable testing had been done. The SEC proceeding resulted in what Lucia’s own attorneys described as a “career-ending lifetime industry bar”.
INVESTMENT ADVISER PLEADS GUILTY TO INSIDER TRADING
NewsThe U.S. Attorney’s office for the Southern District of New York announced today that David Hobson, who served as an investment adviser in the Providence, Rhode Island, offices of two different national broker-dealer and investment advisers, pled guilty to engaging in a scheme to commit insider trading on deals involving pharmaceutical company Pfizer.
OPENING ARGUMENTS BEGIN IN SEC CASE AGAINST PARTRIARCH’S LYNN TILTON
NewsThe SEC asserted that Tilton and her firm improperly collected the money in fees and other payments for over 10 years without disclosing to investors that companies were defaulting on loans the investors had made to the failing companies attempting turnarounds.
HONG KONG EXCHANGE TO INSTITUTE VOLATILITY CONTROL MECHANISM FOR DERIVATIVES MARKET
NewsHong Kong Exchanges and Clearing Limited (HKEX), which operates stock and futures markets in Hong Kong, announced a plan to institute a Volatility Control Mechanism (VCM) designed to prevent extreme price volatility for its derivatives market in November of 2016. The institution of this mechanism follows the HKEX’s adoption of a VCM for the securities market in August of this year.