In SEC v. Sayid, No. 17 Civ. 2630 (JFK), 2018 BL 9039 (S.D.N.Y. Jan. 10, 2018), the United States District Court for the Southern District of New York denied securities lawyer Norman T. Reynolds’ (“Reynolds”) motion to dismiss a Securities and Exchange Commission (“SEC”) complaint for failure to state a claim. The SEC alleged Reynolds wrote misleading opinion letters for Mustafa David Sayid (“Sayid”), the legal counsel for Nouveau Holdings Ltd. and Striper Energy, Inc. (collectively, the “Shells”), which opinion letters Sayid used to engage in market manipulation. The court found that the SEC adequately alleged facts that constitute strong circumstantial evidence of Reynolds’ conscious misbehavior.
Read MoreIn Jaroslawicz v. M&T Bank Corp., No. 15-897-RGA, 2017 BL 385847 (D. Del. Oct. 27, 2017), the United States District Court for the District of Delaware granted M&T Bank Corp.’s (“M&T”) and Hudson City Bancorp, Inc.’s (“Hudson City”), along with the companies’ directors and officers at the time the companies merged, (collectively “Defendants”) motion to dismiss the second amended class action complaint by David Jaroslawicz, individually and on behalf of former Hudson City Bancorp stockholders (“Plaintiffs”).
In February 2013, M&T and Hudson City executed a merger agreement and issued a Joint Proxy statement, which included the text of the merger agreement. The merger was initially expected to close in the second quarter of 2013.
Read MoreIn Apple Inc., 2017 BL 452782 (Dec. 15, 2017), Apple Inc. (“Apple”) asked the staff of the Securities and Exchange Commission (“SEC”) to permit the omission of a proposal submitted by Zevin Asset Management, LLC, on behalf of Eli Plenk (“Shareholders”) that would integrate sustainability and diversity metrics with the performance measures of Apple’s executive compensation plans. The SEC issued the requested no action letter allowing for the exclusion of the proposal from Apple’s proxy statement under Rule 14a-8(i)(12)(ii).
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