Expert Columns

Corporate Update

Loss Deduction for Forfeiture of Insider Trading Profits

By David E. Kahen and Elliot Pisem |

In their Taxation column, Elliot Pisem and David E. Kahen, members of Roberts & Holland, write about a recent decision of the Court of Federal Claims relating to a court-ordered forfeiture by a corporate executive found to have engaged in illicit insider trading.

Experts Seek the Right Regulatory Box for Bitcoin

By Jenna Greene |

Following a series of multimillion-dollar thefts and losses, federal regulators want to step up their oversight of virtual currency bitcoin. But bitcoin—a nationless digital money that uses cryptography to control its creation and transaction—doesn't fit neatly in any regulatory box.

Survey: Companies See Sharp Rise in Regulatory Probes

By Sue Reisinger |

In-house legal departments saw the number of regulatory actions increase in U.S. companies for the third year in a row, according to the latest Annual Litigation Trends survey released Tuesday by Norton Rose Fulbright. About 20 percent of responders said their companies faced a regulatory/investigation matter in 2013, up from 9 percent in 2012.

New Deals

Buyout firm The Blackstone Group has agreed to buy Denver-based industrial manufacturer Gates Global from its current owners in a $5.4 billion deal announced Friday. Also, India's Sun Pharmaceutical Industries will become the world's fifth-largest generic drug maker with its $3.2 billion buy of struggling rival Ranbaxy Laboratories.

All work and no pay?

Another Suit by Interns May Face Circuit Review

By Julie Triedman |

Another employment class action brought on behalf of unpaid interns cleared a hurdle last week, when a Southern District judge conditionally certified a class of interns suing Viacom Inc. But plaintiffs lawyers behind a crush of intern cases still have to contend with the Second Circuit, which is considering two appeals that could derail the litigation—or open the floodgates for even more claims.

Privilege and Work Product in Internal Investigations

By Joseph M. McLaughlin |

In his Corporate Litigation column, Simpson Thacher & Bartlett partner Joseph M. McLaughlin reviews recent decisions which, while not upending familiar principles of privilege and work product protection available in the internal investigation context, remind clients and practitioners that immunity from disclosure will not attach or be preserved without careful attention to the structure and conduct of internal investigations.

 A 1st generation Apple iPad showing iBooks.

Cote Certifies Class in Apple Alleged Antitrust Case

By Amanda Bronstad |

The ruling came ahead of a damages trial set for this summer against Apple over the alleged conspiracy aimed at devouring Amazon.com's hold on a $9.99 price point for e-books.

The N.Y. Uniform Commercial Code Comes of Age

By Barbara M. Goodstein |

In her Secured Transactions column, Barbara M. Goodstein, a partner at Mayer Brown, writes: The growing divergence between New York UCC law and the remainder of the states should be of enormous concern. As New York statutes lag further behind other states, the incidence and risk of erroneous UCC section cross-references in legal documents and memoranda rises.

Hewlett-Packard headquarters in Palo Alto, CA.

HP Reaches $57 Million Deal to End Class Action

By David Bario |

Hewlett-Packard Co. shocked investors in August 2011, when former CEO Leo Apotheker pulled the plug on the company's much-touted WebOs operating system and signaled a wholesale shift in business strategy. A month later, Apotheker was ousted, and HP was hit with a securities fraud class action accusing the company of snookering shareholders into thinking it planned to build a vast "ecosystem" of millions of WebOs-enabled devices, including tablets, PCs and printers.

Shareholder Activism in the M&A Context

By David A. Katz and Laura A. McIntosh |

In their Corporate Governance column, David A. Katz, a partner at Wachtell, Lipton, Rosen & Katz, and Laura A. McIntosh, a consulting attorney for the firm, write: Shareholder activism is poised to have an even greater impact in the M&A context this year and companies should be aware of and prepared for this possibility if they pursue an M&A transaction.

Mary Jo White.

Protection of Individual Investors Is SEC's Focus, White Tells Consumers

By Jenna Greene |

In a speech last week before the Consumer Federation of America, U.S. Securities and Exchange Commission head Mary Jo White touted the agency's efforts to protect individual investors, describing the mission as "a constant focus of the SEC."

New Deals

By Tom Huddleston Jr. and Brian Baxter |

Privately-held Swiss trading house Mercuria Energy Group has agreed to buy JPMorgan Chase's physical commodities trading unit in a deal worth $3.5 billion. Also, Media General announced Friday that it has agreed to acquire LIN Media LLC in a $1.6 billion cash-and-stock deal that, if completed, will create the second-largest local television broadcasting company in the country.

CEOs Express Concern About Regulation's Impact on Investment

By Andrew Ramonas |

Almost nine out of 10 chief executive officers of major companies agree that new U.S. government regulations are having a substantial effect on investment and hiring, according to a Business Roundtable (BRT) survey released Tuesday.

Viacom and YouTube Settle Their Copyright Dispute

By Jan Wolfe |

With yet another oral argument looming, Viacom Inc. and Google Inc.'s YouTube have inked an out-of-court settlement in their precedent-setting copyright fight over video uploads.

The Herbalife Circus

By John C. Coffee Jr. |

In his Corporate Securities column, John C. Coffee Jr., the Adolf A. Berle Professor of Law at Columbia University Law School and Director of its Center on Corporate Governance, addresses questions and issues stemming from the Herbalife federal securities case and also observes that the episode shows much that is dysfunctional in our current regulatory environment.

New Deals

By Tom Huddleston Jr. |

Jenner & Block and Debevoise & Plimpton advised The Hertz Corporation on the company's spin-off of its equipment rental business to shareholders in a transaction valued at $2.5 billion.

New Deals

By Tom Huddleston Jr. |

Two competing clothiers put an end to a months-long standoff on Tuesday with Jos. A. Bank agreeing to be bought by Men's Wearhouse in a cash deal worth $1.8 billion. Also, an investor group led by Cerberus Capital Management has struck a deal to acquire grocery store chain Safeway for roughly $9 billion in the largest leveraged buyout so far this year.

Supreme Court to Hear Statute of Repose Case

By Jan Wolfe |

The U.S. Supreme Court has agreed to hear a case that asks: if one investor in a security files a timely class action, is the statute of repose tolled for all class members?

Supreme Court Grants Lawyers Whistleblower Protection

By Philip M. Berkowitz |

In his Employment Issues column, Philip M. Berkowitz of Littler Mendelson writes: Last week, the U.S. Supreme Court ruled in favor of granting broad whistleblower rights under Sarbanes-Oxley to any individual who is employed by a third party to provide services to a publicly traded company. But the court's full-throated endorsement of attorneys bringing these claims makes no mention of confidentiality or privilege, and seems at odds with the discomfort reflected by the New York courts, as well as NYCLA's Professional Ethics Committee.

Losses From Lawsuits Dwarf Investor Gains, Chamber Study Claims

By Andrew Ramonas |

Investors each year have lost an average of $39 billion from securities class action lawsuits to collect only about $5 billion in settlements per year since the enactment of the Private Securities Litigation Reform Act in 1995, according to a U.S. Chamber Institute for Legal Reform study released Friday.

New 'Get Tough' Stance Will Put SEC to Its Proof

By William F. Johnson |

In his Corporate Crime column, William F. Johnson, a partner at King & Spalding, writes: As the U.S. Securities and Exchange Commission rolls out new policies to enforce violations of securities laws, no matter how small, and to seek admissions from defendants in more settled cases, the SEC's ability to prove what it believes will be tested. Recent trial results have suggested more belief than proof.

Kohn, Kohn & Colapinto's Stephen Kohn

Justices Expand Protection for Whistleblowers

By Tony Mauro |

The U.S. Supreme Court on Tuesday significantly expanded legal protection for corporate whistleblowers, making it clear for the first time that thousands of workers in the mutual-fund industry and other private companies are protected from retaliation for reporting fraud.

'Philadelphia Newspapers' Footnote Survives 'RadLAX'

By Corinne Ball |

In her Distress Mergers & Acquisitions column, Corinne Ball, a partner at Jones Day, writes: In the wake of 'Fisker Automotive', secured creditors may think twice before acquiring secured debt with a view towards using that debt as acquisition currency through credit bidding.

Judge Shira A. Scheindlin, Southern District of New York

Proposals to Change Civil Rules Generate Lots of Comments

By Tony Mauro |

Another major front in the war between plaintiffs and corporate defendants over the high costs of litigation has opened up in an obscure corner of judicial bureaucracy: proposed changes to the Federal Rules of Civil Procedure.

SEC Rejects Proposals From Comptroller for Proxy Statements

By Michael Virtanen |

The shareholder proposals ask two banks' boards to identify employees with the ability to expose them to major losses because of their portfolios and bonus incentives, but the SEC found they were too broadly written.

Samuel Issacharoff

Supreme Court Declines to Hear Class Action Over Washing Machines

By Jan Wolfe |

Defying expectations, the U.S. Supreme Court declined on Monday to hear arguments that it should dismantle two class actions over allegedly defective Whirlpool Corp. washing machines. The cert denial is a big win for plaintiffs lawyers and consumer advocates, who have found themselves in the high court's crosshairs for years now.

New Deals

By Tom Huddleston Jr. |

One month after Time Warner Cable rejected a takeover bid as "grossly inadequate," the nation's second-largest cable company has attracted a better offer. Also, generic drug maker Actavis has said it will buy Forest Laboratories.

One of Dan McCall’s designs, as depicted in the complaint he filed in October 2013 in U.S. District Court for the District of Maryland.

Federal Agencies Drop Attempt to Curb Sale of 'Parody' Goods

By Mike Scarcella |

The National Security Agency has dropped its claim that a designer's merchandise, including a t-shirt with an altered NSA logo that said "The NSA: The only part of the government that actually listens," violated the federal law that restricts the use of the agency's name and seal.

Property Abandonment Results in Capital Loss: 'Pilgrim's Pride'

By David E. Kahen and Elliot Pisem |

A recent decision relating to the abandonment of a security has significant implications for the tax treatment of losses arising on the abandonment of all sorts of property, whether or not constituting "securities."

'Bauman' and Jurisdiction Over Foreign Corporations

By Paul Hessler and Rajeev Raghavan |

In their Jurisdiction column, Linklaters' Paul Hessler and Rajeev Raghavan review the Supreme Court's decision in 'Bauman' and its effect on two pillars of New York's general personal jurisdiction jurisprudence: the "agency" theory and the "doing business" test.

Michael Bromwich

Ruling Puts Apple Monitor Back to Work, But With Limits

By Jan Wolfe |

Apple Inc. lost its bid to stop court-appointed e-books monitor Michael Bromwich in his tracks, at least for now. But Apple's lawyers at Gibson, Dunn & Crutcher nevertheless succeeded Monday in curtailing Bromwich's authority as they continue fighting the government's antitrust case.

U.S. District Judge Richard Seeborg, Northern District of California

Ninth Circuit Asked to Toss Facebook Class Action Settlement

By Scott Graham |

A Facebook privacy class action that a judge once said might be too big to settle is being attacked on appeal for providing "only" $20 million in relief.

New Deals

By Sara Randazzo |

The Coca-Cola Co. is jumping on the at-home beverage-making trend by agreeing to pay $1.25 billion for a stake in Green Mountain Coffee Roasters and the opportunity to develop a countertop system for producing cold drinks that would likely compete with current market leader SodaStream.

Apple May Get Court-Appointed Monitor in Limited Role

By Larry Neumeister |

The Second Circuit heard oral arguments Tuesday on Apple's request to shut down a monitor reviewing the company's antitrust procedures until the court decides whether his appointment is appropriate and suggested they may allow the monitor to proceed after limiting his duties.

New Deals

By Tom Huddleston Jr. |

British medical technology company Smith & Nephew has agreed to pay $1.7 billion in cash to acquire ArthroCare, which makes devices used for soft tissue repairs and joint procedures. Also, Entegris has agreed to buy ATMI, a rival supplier of materials to the semiconductor industry, in a deal worth $1.15 billion.

Subscription Credit Facilities: The Market Evolves

By Barbara M. Goodstein and Ann Richardson Knox |

In their Secured Transactions column, Mayer Brown partners Barbara M. Goodstein and Ann Richardson Knox examine recent developments in the subscription credit facilities market, including that some facilities are now forgoing investor consent letters and the expansion of the collateral for these facilities beyond capital call commitments to the actual investments acquired by the funds.

Judge Upholds Arbitration Pact in Suit Against Goldman

By Jan Wolfe |

Faced with claims that Goldman Sachs & Co. saddled a federal credit union with toxic securities, Goldman's lawyers at Sullivan & Cromwell unearthed a long forgotten arbitration agreement that they hoped would offer a quick escape.

SEC Pledges Greater Enforcement to Prevent Wall Street Wrongdoing

By Andrew Ramonas |

The SEC's agenda this year includes the conclusion of all major investigations connected to the 2008 financial crisis, more admissions of guilt in settlements with the agency, and new tools and new regulations intended to combat financial fraud and ensure market integrity, Mary Jo White said Monday.

New Deals

Two years after the collapse of its attempted takeover of rival Vulcan Materials, Martin Marietta Materials said Tuesday it will pay $2.7 billion to acquire Dallas-based cement-maker Texas Industries. Also, China's Lenovo Group has agreed to acquire the IBM's low-end server division for $2.3 billion.

Realizing Tax Preferences Under the ACA Becomes More Difficult

By James E. Kellett and Seth T. Perretta |

In a Taxation article, James E. Kellett and Seth T. Perretta of Crowell & Moring discuss recent guidance that will limit today an employer's and employee's ability to utilize the current federal income and payroll tax advantages for employer-paid health care, and provide a brief overview of these new rules and their implications to common employer-sponsored arrangements.

Boardroom Confidentiality Under Focus

By David A. Katz and Laura A. McIntosh |

In their Corporate Governance column, David A. Katz, a partner at Wachtell, Lipton, Rosen & Katz, and Laura A. McIntosh, a consulting attorney for the firm, write: The current cultural emphasis on transparency and disclosure has contributed to an atmosphere in which sensitive corporate information is increasingly difficult to protect. There is limited statutory or case law to guide boards and directors in this area, and there exists a range of opinions among market participants and media commentators as to whether leaking information is problematic at all.

Top Court Grapples with 'Raging Bull' Copyright Issue

By Marcia Coyle |

The U.S. Supreme Court on Tuesday struggled with whether a person's unreasonable delay in filing a copyright infringement action can be used to bar that lawsuit.

Ruling Sets Stage for Internet Regulation Showdown

By Jenna Greene |

The FCC once again has come up short in its attempt to regulate broadband Internet service providers, but the decision last week by a divided panel of federal appellate judges in some ways also strengthened the agency's hand—and sets the stage for a potentially epic showdown over new rules.

New Deals

By Tom Huddleston Jr. |

Private equity firm The Carlyle Group has agreed to purchase a blood-testing unit from health care giant Johnson & Johnson in a deal worth $4.15 billion.

After the Fraud on the Market Doctrine: What Should Replace It?

By John C. Coffee Jr. |

In his Corporate Securities column, John C. Coffee Jr., the Adolf A. Berle Professor of Law at Columbia University Law School and Director of its Center on Corporate Governance, writes about the U.S. Supreme Court's coming decision in 'Halliburton v. Erica P. John Fund', which may overrule the "fraud on the market" doctrine that was announced over a quarter century ago in 'Basic v. Levinson'.

Judge Refuses to Curb Monitor in Apple Antitrust Case

By Jan Wolfe |

Southern District Judge Denise Cote on Monday denied Apple's requests that she disqualify Goodwin Procter's Michael Bromwich, whom she appointed as antitrust monitor, or suspend his duties pending Apple's appeal of her final judgment that the company fixed prices for e-books.

New Deals

By Tom Huddleston Jr. |

Japanese brewer and distiller Suntory has reached a deal to buy Beam, the maker of Jim Beam and Maker's Mark, in a cash deal worth roughly $16 billion, including the assumption of debt. Also, specialty pharmaceutical company Forest Laboratories said last week it has agreed to pay $2.9 billion in cash to acquire Aptalis Pharma.

New Deals

By Tom Huddleston Jr. |

Five years after assuming management control of Chrysler Group when it emerged from bankruptcy, Italian automaker Fiat has struck a deal to buy the 41.5 percent stake in the company it did not already own.

Overseas Bribery Prosecutions to Stay Strong, Firms Say

By Sue Reisinger |

Three new Foreign Corrupt Practices Act reports from Gibson Dunn, Hughes Hubbard and Shearman & Sterling say that prosecution of corporations for overseas bribery will continue at a healthy clip in 2014, with increasing criminal penalties and more cooperation from other countries.

Whistleblower Claims: Issues for 2014

By Philip M. Berkowitz |

In his Employment Issues column, Littler Mendelson partner Philip M. Berkowitz writes: Sarbanes Oxley's creation of a new category of federal whistleblowers is now more than 10 years old, and Dodd-Frank's expansion of those rights is going on four years, but the rights of individuals to bring whistleblower claims, the appropriate standards of proof, and how employers may defend these claims, continue to bedevil litigants and the courts. The year 2014 is likely to be a watershed one for resolving a number of these key issues.

U.S. Judge Claims Jurisdiction Over State LIBOR Cases

By Jan Wolfe |

Southern District Judge Naomi Reice Buchwald, who gutted federal LIBOR class action litigation back in March, ruled Monday that she has jurisdiction over two high-profile investor state lawsuits filed against banks that set the LIBOR interest rate.

Judicial and Crime Victim Scrutiny of Binding Plea Agreements

By Steven M. Witzel |

Steven M. Witzel, a partner of Fried, Frank, Harris, Shriver & Jacobson, writes: Binding plea agreements can serve as a means to provide some certainty in post-'Booker' sentencing. As such, the manner in which courts review such agreements and permit victims to voice their objections and have input will effect how prosecutors, defense counsel, and defendants approach plea bargaining.

New Deals

By Brian Baxter |

Pharmaceutical M&A got a late-year shot in the arm, with nearly $10 billion in deals being announced involving major industry players like AstraZeneca and Bayer as 2013 came to a close.

The Poison Put: Debt Terms May Present Fiduciary Issues

By Corinne Ball |

In her Distress Mergers & Acquisitions column, Corinne Ball, a partner at Jones Day, writes: Poison put provisions trigger full payment of debt at face value upon certain events such as a change in a majority of the board of directors unless a majority of the new board consists of incumbent directors or directors approved by the incumbent directors. These provisions are usually intended to protect lenders. However, poison put provisions also have the potential effect of making the target less attractive to a corporate raider or a white knight by imposing costs on a change in control.

'Fish': Ordinary Income From Incorporation Transaction

By Elliot Pisem and David E. Kahen |

In their Taxation column, Elliot Pisem and David E. Kahen, members of Roberts & Holland, write: It may come as a surprise that the transfer of a business to a corporation for a combination of stock and cash may lead to a worse result in terms of character of income (more specifically, to ordinary income rather than capital gain) than would a sale to the same assets to an unrelated third party. A recent Tax Court memorandum decision illustrates how this might occur.

FCA Reform Proposal Stresses Compliance Over Whistleblowing

By Andrew Ramonas |

Justice Department officials regularly tout the long reach of the FCA, a law that one top DOJ lawyer once described as "quite simply, the most powerful tool that we have to deter and redress fraud." Critics now are pushing reforms on Capitol Hill, arguing the law is ineffective in preventing fraud. In the push for change, one voice is standing out: David Ogden.

Shareholder Claims Proceed Against Nasdaq Over Facebook IPO

By Amanda Bronstad |

Shareholder claims against Nasdaq OMX Group Inc. over Facebook Inc.'s botched IPO will move forward after a federal judge found that the exchange was not immune from liability over the technical glitches that occurred that day.

Post-Merger Control of Attorney-Client Privilege

By Joseph M. McLaughlin |

In his Corporate Litigation column, Simpson Thacher & Bartlett partner Joseph M. McLaughlin reviews a Delaware Court of Chancery opinion adopting a bright-line rule that any attorney-client privilege attached to pre-merger communications pass to the acquirer in the merger unless the merger agreement provides otherwise, rejecting the New York approach to post-merger privilege.

Lawyers Predict Volcker Rule Likely to Face Challenges

By Jenna Greene |

Regulators released the massive rule barring banks from making short-term proprietary trades, while exempting certain activities including market-making, on Tuesday. Given the rule's scope and magnitude, lawyers warn that legal challenges are practically inevitable.

New Deals

Sysco Corporation said Monday it will buy rival food distributor US Foods in a deal worth $8.2 billion once assumed debt is factored in. Also, SAC Capital Advisors has agreed to sell its SAC Re reinsurance arm to an investor group led by former Marsh & McLennan CEO Brian Duperreault.

New Deals

By Brian Baxter and Sara Randazzo |

Consumer marketing and branding company Authentic Brands Group has acquired the licensing rights to Elvis Presley and Muhammad Ali from Core Media Group, and CVS Caremark has entered into an agreement to buy Apria Healthcare Group's Coram infusion therapy business for approximately $2.1 billion in cash.

Apple Fights Broad Reach of Court Appointed Monitor

By Jan Wolfe |

Apple Inc. and its defense lawyers at Gibson, Dunn & Crutcher are once again butting heads with Southern District Judge Denise Cote, who ruled that the company fixed e-book prices.

Common Exclusions From Blanket Liens

By By Alan M. Christenfeld and Barbara M. Goodstein |

In their Secured Transactions column, Alan M. Christenfeld, senior counsel at Clifford Chance, and Barbara M. Goodstein, a partner at Mayer Brown, write: When structuring secured loans, lenders frequently say that their borrowers and any guarantors must grant a security interest in all of their assets to secure the debt. Term sheets for such financings often describe the collateral to be provided as being "all assets." Despite their all-inclusive appearance, however, "all asset" security interests—commonly called "blanket liens"—are subject to various exclusions.

Court to Review a 'Cornerstone' of Securities Law

By Susan Beck |

On Nov. 15, the U.S. Supreme Court announced that it had granted certiorari in 'Erica P. John Fund v. Halliburton,' and will review the validity of the fraud-on-the-market theory, which allows plaintiffs to establish the necessary element of reliance at the class certification stage.

Better Compensation Follows Added Duties for In-House Counsel

By Rebekah Mintzer |

The 2013 In-Depth Top General Counsel Compensation Report by Equilar Inc., a provider of executive compensation data and governance tools, shows that general counsel in the Fortune 1000—particularly in certain industries—are doing pretty well for themselves.

SEC Enforcement: Talking the Talk, but Walking the Walk?

By John C. Coffee Jr. |

In his Corporate Securities column, John C. Coffee Jr., the Adolf A. Berle Professor of Law at Columbia University Law School and Director of its Center on Corporate Governance, writes: Many are disappointed (and even angry) that "few high level executives" have been prosecuted (criminally or even civilly) in connection with the 2008 financial crisis. The SEC still has some diehards who maintain that fraud has been fully prosecuted, but, even there, attitudes are changing. Even if the SEC is presenting itself as a more aggressive enforcer under its new chair, questions remain about whether its behavior has truly changed.

Lawyer Bids to Apply Marriage Holding Against E-books Lawsuit

By Susan Beck |

In a motion filed in the Southern District, Theodore Boutrous Jr. of Gibson Dunn & Crutcher advanced a novel and untested argument in hopes of dismissing consumer antitrust claims against Apple brought by nearly three dozen state attorneys general: that 'Hollingsworth v. Perry' prohibits the A.G.s from pursuing the case because they don't have standing.

New Deals: Proskauer, Allen & Overy Counsel $1.7 Billion Sale of Diagnostics Unit

By Tom Huddleston Jr. |

As part of its recently stated goal of shedding some of its smaller businesses in order to focus on high-performing core units such as pharmaceuticals, eye care and generic drugs, Novartis said Monday it has agreed to sell its blood transfusion diagnostics unit to Barcelona-based health care company Grifols.

Developments in Advertising and Marketing Law

By Marc S. Roth and Edward Kabak |

Marc S. Roth, a partner at Manatt, Phelps & Phillips, and Edward Kabak, the chief legal officer of the Brand Activation Association, write: Advertising industry lawyers who were hoping for landmark cases in 2013 have been sorely disappointed. However, despite a dearth of monumental developments, the past year had its share of significant matters, as the FTC continued its active enforcement of industry practices in emerging areas such as social media and mobile marketing, while issuing key guidelines in new areas of focus.

New Deals: Davis Polk, Skadden, Fried Frank Advise on $4.2 Billion Pharma Deal

By Hillary Flynn |

Irish biopharmaceutical giant Shire said Monday it has agreed to buy rare disease drug maker ViroPharma Inc. for $4.2 billion.

A Scornful Judge Refuses to Dismiss MF Global Lawsuit

By Jan Wolfe |

In a sometimes caustic 105-page decision issued on Tuesday, Southern District Judge Victor Marrero refused to dismiss an investor class action against MF Global Holdings Ltd.'s underwriters and directors, including former CEO Jon Corzine, who had claimed that there's no conceivable way they violated securities laws.

Facebook Deal Upheld, But Roberts Signals Concerns About Cy Pres

By Scott Graham |

After weighing the case for a month, the U.S. Supreme Court finally signed off Monday on a $9.5 million settlement of a Facebook class action that leans heavily on cy pres relief. But Chief Justice John Roberts also served notice that the high court is on the lookout for a case to determine "when, if ever, such relief should be considered."

New Deals

By Tom Huddleston Jr. |

Tri Pointe Homes said Monday that it has agreed to buy Weyerhaeuser Company's homebuilding and real estate subsidiary in a cash and stock deal worth $2.7 billion.

D.J. Spared From Beastie Boys Infringement Lawsuit

By Jan Wolfe |

After it got sued for using the Beastie Boys as the soundtrack to a promotional video without the band's permission, energy drink maker Monster Energy Co. tried to shift the blame onto an unsuspecting DJ. That tactic didn’t sit well with Southern District Judge Paul Engelmayer.

Forfeiture on the Rise: Government Grabs Skyscrapers

By William F. Johnson |

In his Corporate Crime column, William F. Johnson of Fried, Frank, Harris, Shriver & Jacobson writes: Recovery of a 36-story Fifth Avenue skyscraper is just one example of a slew of recent high-dollar forfeitures. Counsel should be aware of this trend, and become familiar with the most "sweeping and powerful" of the federal civil forfeiture statutes involving money laundering, 18 U.S.C. §981(a)(1)(A).

Developments Regarding Gender Diversity on Public Boards

By David A. Katz and Laura A. McIntosh |

In their Corporate Governance column, David A. Katz, a partner at Wachtell, Lipton, Rosen & Katz, and Laura A. McIntosh, a consulting attorney for the firm, write: With new legislative and non-governmental initiatives around the world resulting in growing numbers of women directors and greater shareholder focus on board diversity, this issue is likely to become increasingly significant in 2014 and beyond, both in the United States and abroad.

Judge Refuses to Certify Class in Investor Lawsuit

By Jan Wolfe |

Deutsche Bank AG persuaded Southern District Judge Katherine Forrest that the plaintiffs relied on an unreliable expert witness to establish that the bank's shares traded in an efficient market in support of their bid for class certification.

New Deals

By Tom Huddleston Jr. |

Consol Energy said Monday it has reached an agreement to sell five of its coal mining operations in West Virginia to Murray Energy in a deal worth roughly $3.5 billion. Also, American Realty Capital Properties had to wait more than seven months, but it finally reached a deal to create the country's largest real estate investment trust in the net lease sector.

Whistleblowing Protection Confined to U.S., Judge Rules

By Jan Wolfe |

Southern District Judge William Pauley III threw out an action brought under the anti-retaliation provision of Dodd-Frank by Meng-Lin Liu, a former compliance officer at Siemens China who says he lost his job after he exposed routine bribery.

Whistleblowing Protection Confined to U.S., Judge Rules

By Jan Wolfe |

Southern District Judge William Pauley III threw out an action brought under the anti-retaliation provision of Dodd-Frank by Meng-Lin Liu, a former compliance officer at Siemens China who says he lost his job after he exposed routine bribery.

New Deals

AT&T has agreed to lease 9,100 of its cellphone towers and sell 600 of the units outright to Crown Castle International Corporation for a combined total of $4.85 billion in cash, and Advance Auto Parts will acquire privately held rival General Parts International in a takeover bid that will create North America's largest auto parts retailer.

Courts Address Legacy Obligations of Bankrupt Sellers Under §363

By Corinne Ball |

In her Distress Mergers & Acquisitions column, Corinne Ball, a partner at Jones Day, writes: Unfunded pension and retiree health obligations are a frequent driver of the so-called 363 sales. But as demonstrated by the recent ruling against Japanese firm Asahi Tec following the 363 sale of its U.S. subsidiary Metaldyne, the Pension Benefit Guaranty Corporation will assert unfunded pension liability against members of the bankrupt seller's control group, even if they are domiciled offshore.

Corporations Drawn to New Patent Court by Its Speed, Expertise

By Jenna Greene |

Scores of megacorporations from Apple Inc. to Toyota Motor Corp. are flocking to the hottest new forum for intellectual property fights: the Patent Trial and Appeal Board.