Delaware Supreme Court Allows Delaware Corporations to Require Certain Federal Securities Claims to be Filed in Federal Court
On March 18, 2020, the Delaware Supreme Court reversed a Chancery Court decision that had ruled forum selection provisions in Delaware corporate charters that required securities fraud claims under the Securities Act of 1933 ("Securities Act") to be filed only in federal courts are invalid and unenforceable. In reversing the lower court's ...
Federal Government To Provide Funds To Agencies Through Coronavirus Bill for Cybersecurity
As the Coronavirus ("COVID-19") tightens its grip on the United States, workers and families alike have been relegated to their homes. This temporary "shelter-in-place" has caused numerous employees to telecommute to work and access their secure work networks from their personal WIFI systems, potentially exposing their employer's databases. ...
CLASS CERT. WIN IN SUGAR FALSE AD SUIT SIGNALS NEW TREND
On March 9, 2020, Judge William H. Orrick of the U.S. District Court for the Northern District of California granted class certification in Krommenhock v. Post Foods, a false advertising suit alleging that Post Foods misbranded a variety of their cereal products as healthy (e.g., representing the product as "Nutritious" on the front label) ...
New Jersey Severance Law A Potential Bellwether for Similar Legislation in Other States
Governor Phil Murphy of New Jersey recently signed into law an amendment to the NJ WARN Act (the "Act"), which increases the protections afforded to New Jersey employees who face sudden job loss. The amendment, which will take effect on July 19, 2020, expands the Act's coverage to encompass part-time employees and new hires, in addition requiring ...
SEC Proposes Amendments to Financial Disclosure Requirements in Regulation S-K
On January 30, 2020, the Securities and Exchange Commission ("SEC") released newly proposed amendments to modernize, simplify, and enhance certain financial disclosure requirements in Regulation S-K by reducing duplicative disclosures and enhancing Management's Discussion & Analysis of Financial Condition and Results of Operation ("MD&A") ...
Allergan Settles Restasis Antitrust Claims for $51.2 Million
On February 25, 2020, a class of direct purchasers of brand Restasis (cyclosporine) eye drops moved in the United States District Court for the Eastern District of New York (Gershon, J.) for an order preliminary approving a $51 million settlement reached with Allergan over allegations that Allergan deployed a multi-faceted scheme to delay ...
Senator Gillibrand Proposes New Data Protection Agency
Kristen Gillibrand, a US Senator from New York, has proposed the creation of the Data Protection Agency ("DPA")—a new federal agency tasked with protecting the data of American consumers. Gillibrand explains that the goals of the agency would be threefold: to (1) give Americans control and protection over their own data by creating and enforcing ...
Wells Fargo Settles with DOJ and SEC for $3 Billion
Wells Fargo has entered settlement agreements with the United States Department of Justice and the United States Securities and Exchange Commission to resolve outstanding charges that, from 2002 to 2016, thousands of its employees opened fake checking and savings accounts for current customers. As a result of this behavior, Wells Fargo collected ...
The G20 Urges Countries To Adopt Strict Cryptocurrency Rules
On Monday, February 24, 2020, the Group of Twenty ("G20" or the "Group") urged more countries to adopt regulations that would require cryptocurrency exchanges to collect customer information as part of an effort to combat money laundering, terrorist financing, and other potential macroeconomic problems. The G20, an international forum for ...
WARREN BUFFETT DISCUSSES CORPORATE GOVERNANCE IN HIS ANNUAL LETTER TO BERKSHIRE HATHAWAY SHAREHOLDERS.
Warren Buffett, the "Oracle of Omaha", issued his annual letter to Berkshire Hathaway shareholders on Saturday, February 22, 2020. While providing information on Berkshire Hathaway's performance and offering other investment insights, a large portion of Buffet's letter focuses on what he perceives to be flaws in corporate governance. Initially, ...
TECHS URGE SUPREME COURT TO ELIMINATE IP DAMAGES “LOOPHOLE”
Several of the country's largest tech companies expressed their support of Apple's Supreme Court petition challenging a $439 million patent infringement verdict, urging the justices to close a Federal Circuit "loophole" that allows for inflated damages. The High Tech Inventors Alliance ("HTIA"), whose members include Amazon, Google and Microsoft, ...
The SEC Aims To Lighten Several Disclosure Obligations In Regulation S-K
On January 30, 2020, the United States Securities and Exchange Commission ("SEC") proposed amendments to Regulation S-K that are intended to modernize, simplify, and enhance certain financial disclosure obligations imposed upon companies registered with the SEC. Based upon recommendations in the Report on Review of Disclosure Requirements ...
Executive at Generic Drug Manufacturer Indicted on Price-Fixing Charges
A federal grand jury indicted Ara Aprahamian, an executive at Taro Pharmaceutical Industries, for violating the antitrust laws and for lying to FBI investigators. Aprahamian is now the third executive charged in the DOJ's investigation into the generic drug industry, with the other two executives having already pled guilty. Two manufacturers, ...
PROPOSED FEDERAL BUDGET WOULD TRANSFER THE AUTHORITY OF THE PCAOB TO THE SEC
The Trump administration released its proposed fiscal year 2021 federal budget on February 10, 2020. Under the proposed budget, the authority of the Public Company Accounting Oversight Board ("PCAOB") would be transferred to the Securities and Exchange Commission ("SEC") beginning in 2022. According to the budget, this would eliminate the ...
Third Circuit Protects Philly Workers from Improper Salary History Inquiries
On February 6, 2020, the Third Circuit Court of Appeals, the highest federal court in Pennsylvania, upheld the constitutionality of a city ordinance prohibiting Philadelphia employers from asking job applicants about their salary histories. The Third Circuit determined that Philadelphia lawmakers relied on substantial evidence that banning ...
SEC Proposal to Modernize Shareholder Proposal Rule Met with Criticism
On November 5, 2019, the SEC announced two proposed rules, the first of which proposed amendments to its rules governing proxy voting advice businesses (the "Proxy Advisory Amendment") and the second of which proposed amendments to modernize the rule governing the process for submitting shareholder proposals to be included in a company's proxy ...
Federal Courts Field Legal Challenges to California Law Expanding “Employee” Status
2020 has already proven to be an exciting year for the California employment bar, with two recent, high-stakes challenges to new legislation signed into law by Governor Gavin Newsom. The new law, A.B. 5, codifies and expands upon the three-prong "ABC test" adopted by the California Supreme Court in its landmark Dynamex v. Lee decision. Rather ...
Update: Disgraced Congressman Sentenced to 26 Months in Prison For Insider Trading
After pleading guilty to insider trading charges in 2019, Ex-New York Congressman Christopher Collins ("Collins") was sentenced to 26 months in prison (and an additional one year of supervised probation) and ordered to pay a $200,000 fine. This sentence comes after Collins admitted that—while serving on the Board of Directors of Innate Immunotherapeutics ...
The California Consumer Privacy Act Takes Effect
After its adoption in 2018, the California Consumer Privacy Act ("CCPA") took effect on January 1, 2020. Like the General Data Protection Regulation ("GDPR"), which took effect in the European Union in 2018, "the CCPA creates new consumer rights relating to the access to, deletion of, and sharing of personal information that is collected by ...
State AGs Oppose Pfizer’s Attempt to Exit Generic Price-Fixing Litigation
On January 28, 2020, attorneys general for more than 40 states opposed defendant Pfizer Inc.'s motion to dismiss in the Generic Pharmaceuticals Pricing Antitrust Litigation, arguing that, contrary to Pfizer's position, the branded drugmaker cannot be separated from its generic subsidiary, Greenstone LLC, the company from which the allegations ...