Securities Law

* Bank of America agreed to pay $2.43 billion, one of the biggest securities class-action settlements in history, to put the Merrill Lynch mess behind it. According to Professors Peter Henning and Steven Davidoff, B of A “is probably quite happy with the settlement given that it could have potentially faced billions of dollars more in liability in the case.” [DealBook / New York Times]

* “Oyez! Oyez! All persons having business before the Honorable, the Supreme Court of the United States, are admonished to draw near and give their attention, for the Court is now sitting.” Here is Robert Barnes’s take on the SCOTUS Term that starts today. [Washington Post]

* And here is Professor Garrett Epps’s review of Jeffrey Toobin’s new book on the Supreme Court, The Oath (affiliate link). [New York Times]

* How Dewey justify paying a big bonus to a member of the management team “when it has been widely pointed out that excessive compensation to the firm’s upper management significantly contributed to the firm’s collapse in the first place?” [Bankruptcy Beat via WSJ Law Blog]

* A high-profile Vatican trial raises these questions: “‘Did the butler do it?’ Or rather, ‘was it only the butler who did it?’” [Christian Science Monitor]

* Ben Ogden, an Allen & Overy associate who was killed in a Nepalese plane crash, R.I.P. [Am Law Daily]

Nothing pisses off a lawyer more than uncertainty. Uncertainty gives rise to the risk of undermining the facade of perfect knowledge that attorneys prefer to convey to their clients. Given this character trait, it’s no surprise that the collective white-collar and corporate counsel community is freaking the hell out about every scrap of information it can glean from the Justice Department about its new Foreign Corrupt Practices Act (FCPA) enforcement policy.

So what exactly has these observant lawyers in a tizzy?

double red triangle arrows Continue reading “Reading Tea Leaves: Defense Bar Freaking Out About the Foreign Corrupt Practices Act”

Down in Charlotte, at the quadrennial “We Hate America” (spelled “Amercia”) Convention, the Communist Pander-Bears have released a 70-page Party Platform replete with dozens of references to specific pieces of legislation that no one necessarily understands to remind us of the scores of bills that the Democrats have failed to pass since 2008.

The Democrats don’t provide nearly as many bold changes to the legal structure of the country as the Republicans. But there are a few legal planks worth reviewing, though tragically little on the subject of porn. How dare they not respond to the strongest plank of the Republican platform?

double red triangle arrows Continue reading “Pol Dancing: Democratic Platform Tragically Light On Porn Policy”

A Biglaw firm gets screwed...

* Dewey have some novel issues for our bankruptcy lawyers, or what? As we noted last night, now that D&L has filed for Chapter 11, they’ll have to deal with bank debt, and bondholders, and possible criminal proceedings, oh my! [New York Law Journal]

* And did we mention that Dewey’s defectors and their new firms might get screwed out of millions thanks to the recent Coudert decision? You really should’ve tried to finish up your business before the firm flopped. [WSJ Law Blog]

* Our SCOTUS justices’ summer plans don’t include debating the results of their landmark health care and immigration cases. They’ll be off to fabulous destinations to teach by the first week of July. [Associated Press]

* A federal judge in Brooklyn doesn’t like what seems to be happening in the “game of grams” when it comes to mandatory minimum drug sentencing. Perhaps the DOJ will heed his call for reform. [New York Times]

* Facebook’s IPO was an epic fail, but it’s been great business for plaintiffs lawyers. Twelve securities class action firms are gathering leads and getting ready to sue, and two have already sued. [National Law Journal]

* This wasn’t exactly well planned: if you’re involved in state politics, it’s probably not a good idea to fake a legal internship with a state representative so that you can graduate from law school. [Concord Monitor]

* In happier news, a New York Law School graduate walked across the stage to receive her diploma with the help of her seeing-eye dog. The pooch hasn’t lifted a leg on her law degree… yet. [New York Daily News]

... and so do folks down under.

* “Brothels are never going to be a vote winner.” But even so, if you’re looking to get it in down under, a plan to build Australia’s largest cathouse may soon gain approval if lawyers are able to do their work quick and dirty. [Bloomberg]

* Thanks to this case, stupid teenagers in New Jersey who send texts to others that they know are driving can now revel in the fact that they can’t be held liable for injuries that may occur thanks to careless driving. [New Jersey Law Journal]

Law firm financials can be shrouded in mystery. Sure, the American Lawyer releases its closely watched and highly influential Am Law 100 rankings each year, which shed some light on the subject. But these numbers are not Gospel truth, and sometimes they get restated — which is what happened last month to Dewey & LeBoeuf.

Making a material misrepresentation to the American Lawyer doesn’t violate the securities laws. Making a material misrepresentation in connection with the purchase or sale of any security — well, that’s more problematic.

Let’s take a closer look at a subject we mentioned last night and again this morning, namely, the offering memorandum for Dewey’s 2010 private placement of $125 million in bonds….

Note: we’ve added UPDATES, after the jump.

double red triangle arrows Continue reading “Dewey Violate Rule 10b-5? A Detailed Look at the Firm’s 2010 Offering Memorandum”

That’s the question the WSJ Law Blog just asked about the [pick your favorite adjective: beleaguered / collapsing / flailing / troubled] law firm of Dewey & LeBoeuf. Today brings big, bad news for Dewey: bankruptcy superstar Martin Bienenstock is taking his practice to Proskauer Rose. He’s moving with five other partners — Philip Abelson, Irena Goldstein, Timothy Karcher, Michael Kessler, Judy Liu — and nine associates.

Dewey’s loss is Proskauer’s gain. “He is absolutely the crown jewel over there, a fantastic lawyer who will be a great partner,” a current Proskauer partner told us. “This is going to vault us into the company of Kirkland and Weil, giving us one of the top bankruptcy practices in the country. We are really thrilled.”

As you may recall, Bienenstock was a member of the five-person Office of the Chairman at Dewey. As my colleague Staci Zaretsky wondered earlier today, “Dewey seriously have one chairman again?” With Bienenstock to Proskauer, Jeffrey Kessler to Winston & Strawn, Richard Shutran to O’Melveny & Myers, and Steve Davis off to who knows where, only Charles Landgraf remains in the chairman’s office. (Note that Landgraf’s bio is still on the Dewey website.)

Bienenstock’s departure doesn’t mark the end of Dewey’s difficulties. Let’s review the latest news….

Of course we’ve added UPDATES, after the jump.

double red triangle arrows Continue reading “Dewey Have Anyone Left To Turn Out the Lights?
(Plus an actual lawsuit, a possible lawsuit, and a partner’s theory of blame.)”

In the first lawsuit (during the proxy fight), the judge held that certain statements made in proxy materials were false and misleading. That lawsuit settled. In the next lawsuit (the 10b-5 class action), plaintiffs explain that precisely the same statements appeared in an annual report, and it is now settled law that those words are false and misleading. How do you avoid the devastating effect of collateral estoppel in the second case?

I solved that puzzle back in 1990. Now I’ve moved in-house, and I fear that I’ll never solve a similar puzzle again.

Have I lost my creativity? I don’t think so. Does my job still require creativity? Yes — but different kinds of creativity. This column is a requiem to a type of thinking that an in-house job — or, at a minimum, my in-house job — doesn’t seem to permit….

double red triangle arrows Continue reading “Inside Straight: A Requiem To Epiphanies”

As mentioned previously, the next few State of the Market posts by Lateral Link, as compiled by Director Gary Cohen, will focus on one of the country’s largest states — Texas.

The strongest market in Texas is Houston, with some of the strongest candidates being those with corporate, capital markets, or finance experience. A close second is Dallas, which is also the focus of this post….

double red triangle arrows Continue reading “Career Center: State of the Market – Texas (Part 2)”

A few years ago, the law firm of Nixon Peabody came up with a catchy jingle to celebrate its own fabulosity. You can listen to the song here, in case you’ve never heard it. The chorus went as follows: “Everyone’s a winner at Nixon Peabody!”

Alas, a recent lawsuit filed against Nixon Peabody by a former partner at the firm, David Tamman, does not put the firm in a very winning light. Instead, it just makes everyone look bad.

The allegations are seamy. What does Tamman allege?

double red triangle arrows Continue reading “Lawsuit of the Day: Everyone’s A Loser in Tamman v. Nixon Peabody”

Ed. note: This post was written by Matt Levine, the new editor on our sister site, Dealbreaker, and Elie Mystal.

Matt here. You might think that Dealbreaker HQ exists only metaphorically in virtual space, or maybe in the fan fiction you’re hiding in your desk, but in fact Bess and I share a real physical garrett both with our sibling sites Fashionista and Above the Law. Occasionally we even talk to each other. “Talk,” in this context, normally means that Above the Law editor Elie Mystal shouts at us about some outrageous political position. In order to quiet him down a bit, we’ve decided to take it to the internet, thus spawning the first – and maybe last! – Above the Law / Dealbreaker Debate Society.

I have been set the task of defending a proposition like “white-collar criminals should not get anything near the jail time they get.” (We are pretty casual with our resolutions here at the Breaking Media Debate Society.)

Fortunately I believe that, so here goes…

double red triangle arrows Continue reading “An Above the Law / Dealbreaker Debate: Insider-Trading Sentencing”

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