Corporate Accountability Report Index-Summary

CALIFORNIA

– Corporate governance

– – CalPERS continues pressure to improve, 379
– – Four underperformers named by CalPERS, 379

– Credit rating agencies, CalPERS claims inaccuracies for structured investment vehicles (Cal. Super. Ct.), 889
– Derivative litigation, fair value of corporate stock must take pending action into account (Cal. Ct. App.), 264
– Director's suit against company, no access to privileged documents company generated in defense (Cal. Ct. App.), 130
– Jurisdiction, proper principal place of business test to be applied to Hertz (U.S., rev grant), 732
– Kickback scheme at pension funds, SEC investigation moves to Cal. with informal inquiry letter to LAFPP, 570
– KPMG complicity in financial misstatements, claims filed by New Century Fin. Corp. (S.D.N.Y.) (Cal. Super. Ct.), 423
– Negligent misrepresentation in merger claim, SLUSA's “Del. carve-out” applies, remanded to state court (9th Cir.), 234
– Release with former CEO does not apply to conduct that satisfies elements of crime (Del. Ch.), 1096
– Standing, British Virgin Island's permission to sue provision enforced under internal affairs doctrine in derivative case (Cal. Ct. App.), 742
– Tolling of limitations period in Halifax case in Cal. based on N.J. filing, 6-year English statute applies by contract (9th Cir.), 638

CFTC

See COMMODITY FUTURES TRADING COMMISSION (CFTC)

CHARTS AND TABLES

– Del. corporation law cases, 2008 review, 22; first quarter 2009, 451; second quarter 2009, 842; third quarter 2009, 1087
– Executive compensation

– – Disclosure proposals, Focus, 1085
– – Restrictions by program, 221
– – TARP recipients, ARRA rules, Analysis and Perspective, 366
– – TARP restrictions, 299

– Financial restatements, recent SEC filings, Dec. 6-Jan. 2, 90; Jan. 5-16, 155; Jan. 16-30, 215; Jan. 30-Feb. 13, 276; Feb. 16-27, 335; Mar. 2-13, 399; Mar. 27-Apr. 10, 558; Apr. 13-24, 592; Apr. 27-May 8, 653; May 11-22, 718; May 22-June 5, 781; June 8-19, 846; June 22-July 2, 904; July 5-17, 961; July 17-31, 1019; July 31-Aug. 14, 1075; Aug. 17-28, 1149; Aug. 28-Sept. 11, 1169; Sept. 11-25, 1221; Sept. 18-Oct. 2, 1274
– Hill Watch, 522; 1110
– Proxy access proposals, Focus, 1052

CIVIL PROCEDURE

See PROCEDURE

CLASS ACTIONS

– Abercrombie & Fitch, concealing excess inventory, gross margin declines, class certified (S.D. Ohio), 704
– Aetna, underpricing to gain market share, statements about pricing practices immaterial or forward-looking (E.D. Pa.), 796
– Attorneys' fees

– – Allocation between plaintiffs in 2 states in tracking stock dispute (Del. Ch.), 768
– – Deadline for objections earlier than that for full fee motion, CII files amicus brief objecting (N.D. Cal.), 542
– – Failure to prosecute, court refuses to dismiss but awards fees and costs (Del. Ch.), 609
– – Indemnification, order extinguishing claim against HealthSouth affirmed (11th Cir.), 794
– – Reformed preferred stock deal with Loral Space and Communications, fees upheld (Del.), 977

– Auction rate securities, Wachovia's discovery stay under PSLRA partly lifted (S.D.N.Y.), 140
– Auditor liability, Ernst & Young settle claim for HealthSouth Corp. financial fraud (N.D. Ala.), 421
– Bear Stearns, breach of fiduciary duty cases consolidated into 3 cases (S.D.N.Y.), 72
– Connetics, failure to disclose problems with acne drug and channel stuffing, class certified (N.D. Cal.), 668
– Digimarc, class suit alleging improper capitalization dismissed (9th Cir.), 68
– Disclosures

See DISCLOSURE

– Discovery request for post-merger financial documents meets relevance test (Del. Ch.), 503
– Ericsson LM Telephone, fraud dismissed, failed to plead scienter or false statements (S.D.N.Y.), 48; dismissal affirmed (2d Cir.), 1264
– Filings

– – Decrease likely in 2009, partial certification may help, Outlook, 184
– – Increase in 3rd quarter, but Madoff and crisis-related suits drop, 1285
– – Increase in 2008, LaCroix discusses, 38
– – Number drops, but financial and foreign defendants are targets, 975
– – Subprime/liquidity crisis leads to 2008 increase, 37; filings remain high in 2009, 787; filings on pace to match 2008, more foreign defendants, 997

– Healthways, false and misleading statements about Medicare pilot performance and customer contracts, class may proceed (M.D. Tenn.), 419
– Holland & Knight, actions for failure to disclose, conflicts of interest, certification sought (M.D. Fla.), 1003
– Huron Consulting Group reports class action filings, SEC investigation, after financial restatements related to acquisitions, 1006
– Income inflated by inaccurate data disclosures, court ignores co-lead stipulation to name one lead (D. Del.), 824
– Inspire Pharmaceuticals class action dismissed for failure to adequately allege (4th Cir.), 10
– Institutional investors create more board independence, larger settlements, than individuals, study says, 1058
– “Integrity of market presumption” not adopted, certification against Deutsche Bank denied (9th Cir.), 979
– Jurisdiction

– – Israeli resident who bought Israeli company shares did not allege use of U.S. exchange, no subject matter jurisdiction (N.D. Cal.), 742
– – Principal place of business, proper test to be applied to Hertz (U.S., rev grant), 732

– Law firm Mayer Brown, case dismissed because only accomplices to securities fraud, judge urges Congress to revisit law (S.D.N.Y.), 382; SEC amicus brief says reading of primary violator liability was too narrow (2d Cir.), 1000
– Lead qualified to represent class against Syntax-Brillian despite lack of knowledge about case (D. Ariz.), 1100
– Life sciences companies, 2008 cases focused on accounting improprieties and misleading financial results, survey says, 539
– Loss causation

See PLEADING REQUIREMENTS

– Market-wide downturn not shown after Moody's made corrective disclosures, fraud case continues (S.D.N.Y.), 610
– Mergers and acquisitions

– – Bank of America merger with Merrill Lynch, court names pension funds as class leads (S.D.N.Y.), 891
– – Director liability for sale price, Revlon duties met unless failed to even attempt to get best price (Del.), 406
– – Entire fairness standard applies when procedures to protect minority shareholders were insufficient (Del. Ch.), 1260
– – Failed deal, class allegations of misrepresentations and omissions about contract issues lack evidence of scienter (D. Conn.), 385
– – National City Corp., weak breach of fiduciary duty claim settled by additional disclosures, court approves (Del. Ch.), 1030
– – Short form merger, disclosure not made unrestricted, quasi-appraisal is remedy (Del.), 890
– – Stietel Labs. did not disclose pending merger in stock buy-back plan (S.D. Fla.), 892
– – Wrigley and Mars, court finds settlement fair (Del. Ch.), 203

– Merrill Lynch, subprime mortgage-backed assets, settlement reached (S.D.N.Y.), 103; court gives preliminary approval, 438
– MF Global Ltd., court says lack of specificity about why each statement is misleading explains prior dismissal (S.D.N.Y.), 506
– Moody's Corp., fraud suit for claims of independence and integrity allowed to proceed (S.D.N.Y.), 265
– New product development, suit claims FormFactor Inc. lied about progress, pleadings inadequate (N.D. Cal.), 948
– NovaStar Financial, mortgage practices causing artificial stock price inflation, class certified (W.D. Mo.), 438
– Nuvelo's alfimeprase drug trial disclosures, pleadings deficient, dismissed (N.D. Cal.), 8
– Off-label marketing, not strong demand, responsible for Viread sales, pleadings meet PLSRA (N.D. Cal.), 1261
– Pay-to-play, campaign contributions by law firms and pension fund litigation hiring, Bennett (R-Utah) asks SEC to investigate, 890; Schapiro says SEC lacks authority to review, 945
– Period didn't terminate until notice of possibility of fraud involving Celebrex study (3d Cir.), 201
– Pleading requirements, dismissal proper, class had opportunities to correct deficiencies in Guidant Corp. fraud case (7th Cir.), 1290
– Price fixing to inflate stock price, scheme liability claim against Micron Technology as primary actor survives dismissal (D. Idaho), 354
– Private right of action by shareholders, debate over, 224
– Recapitalization of Regency Affiliates, settlement approved (Del. Ch.), 856
– Removal, REIT, CAFA's provisions trump Securities Act, splitting circuits (7th Cir.), 69
– Scienter

See SCIENTER

– Sea Containers Ltd., allegations of fraud cursory, dismissed (2d Cir.), 707
– Securities cases against financial services companies jump in 2008, 466
– Securities Litigation Uniform Standards Act (SLUSA)

– – Bar on state law claims does not require dismissal of whole securities fraud class action (3d Cir.), 173
– – “Delaware carve-out”

– – – Fiduciary duty claim remanded to state court (D. Mass.), 9
– – – Maryland law violations, class did not purchase or sell during class period, carve-out does not apply (W.D. Tenn.), 1264
– – – Negligent misrepresentation in merger claim remanded to state court (9th Cir.), 234

– – Jurisdiction, remand to state court denied in mutual fund market timing case (U.S., rev den), 1207

– Securities settlements drop in 2008, report says, 386
– Settlement, fairness determination did not include economic evaluation of case (U.S., rev den), 577
– Specific statements not identified as false or misleading, complaint against Novastar Financial dismissed (8th Cir.), 1130
– Standing, lead plaintiff acting for client investment funds removed in IMAX case (S.D.N.Y.), 924
– “Stock drop”

– – Citigroup plan required inclusion of company stock, could not withdraw after subprime crisis losses (S.D.N.Y.), 1099
– – Ford's imminent collapse not required, duty of prudence not excused by plan requirements, dismissal denied (E.D. Mich.), 51
– – Huntington Bancshares continued offering of company stock in 401(k) did not breach fiduciary duty (S.D. Ohio), 236
– – Tellabs, no breach of fiduciary duty in retaining company stock while price fell (N.D. Ill.), 739

– Stock option backdating

– – UnitedHealth Group, fiduciary duty breach in offering stock as investment option, settlement approved (D. Minn.), 1060
– – Witness Systems Inc., pleading deficiencies cause dismissal (11th Cir.), 138

– Subprime securities class actions, report discusses issues affecting viability, 238
– Tex. public pension fund lacks statutory authority to sue, new representative must be named in securities fraud case (W.D. La.), 321
– Tolling of limitations period in Halifax case in Cal. based on N.J. filing, 6-year English statute applies by contract (9th Cir.), 638
– Trading manipulations by specialists, class certified, CalPERS will lead (S.D.N.Y.), 823
– Work product, absent class member may not view law firm files (N.Y.), 637

CLIMATE CHANGE

– Companies lagging on issue named by environmental groups, 230
– Disclosure in SEC filings, failure common, 729
– Risk disclosure, groups push SEC for guidance, Special Report, 933
– Shareholder proposals, number and votes increasing in 2009, 1057

COLLATERAL ESTOPPEL

– Double jeopardy, conviction reversed for failure of honest services theory, retrial allowed (5th Cir.), 791
– Enron, retrial of former official Yeager after partial acquittal and hung jury, double jeopardy and collateral estoppel issues raised (U.S., oral arg), 416; hung counts should not be considered in double jeopardy analysis (dec), 789; claims against co-defendant must be considered in light of ruling (vac and rem), 826

COMMODITY FUTURES TRADING COMMISSION (CFTC)

– Budget for FY 2010, White House seeks 9% increase, 603; further action, see LEGISLATION, FEDERAL, S 2010
– Chair, Gensler nominated, 4
– Harmonization project with SEC, joint hearing explores strengths of each agency, ways to align, 1095
– Merger with SEC urged by Schumer (D-NY), 769

COMPENSATION

See EXECUTIVE COMPENSATION

COMPUTERS

– Data Domain, deal protection measures in merger, claim director breached fiduciary duty, injunction hearing set (Del. Ch.), 856
– F5 Networks Inc. derivative litigation, Wash. follows Del. standard in finding futility in stock option backdating case (Wash.), 702
– Ingram Micro settles internal controls, books and records violations in McAfee scheme (SEC), 641
– Intel, anti-competitive practices, presuit demand not excused by “red flags” (D. Del.), 825
– Internet

See INTERNET

– New product development, suit claims FormFactor Inc. lied about progress, pleadings inadequate (N.D. Cal.), 948
– Oracle Suite 11i deficiencies, problems are common knowledge, loss causation not shown (N.D. Cal.), 795
– Revenue inflation scheme, SEC required to review claims on the record to defend against Enterasys Networks dismissal (D.N.H.), 923; many claims dismissed after court finds lack of factual allegations, 1233
– Software firms

See SOFTWARE FIRMS

– Stock option backdating, ePlus Inc., demand futility not shown, case dismissed (D.D.C.), 1032

CONFERENCES AND MEETINGS

– ALI-ABA

– – Conference, 786
– – SEC reorganization webcast, 1090

– American Accounting Ass'n annual meeting, 981; 982
– American Bar Ass'n

– – Annual meeting, 968; 969; 970; 971; 972; 996; 1003
– – Comp. for Executives and Dirs. conference, 1286
– – Conference on LLCs, 1231
– – Insider trading enforcement panel, 572
– – Internal corporate investigations conference, 601
– – Joint Committee audioconference on Employee Benefits, 196
– – Natl. Conf. on Prof'l Responsibility, 730
– – Natl. Inst. on Internal Corporate Investigations and In-House Counsel, 683
– – Natl. Inst. on Sec. Fraud, 1258; 1286
– – SEC panel, 1126
– – Systematic risk conference, 467
– – Tax Section, 71; 1177
– – Teleconference with Khuzami, 1201
– – White collar crime conference, 312

– American Constitutional Soc'y, 176; 694
– American Constitutional Soc'y and Columbia Law Sch. symposium, 224
– American Inst. of Certified Public Accountants

– – Intl. Bus., Accounting, Auditing, and Tax Conf., 584; 587
– – National Conf. on Banks and Savings Institutions, 1133; 1134; 1137

– BNA

– – Executive compensation disclosure audioconference, 251; 282
– – Foreign Corrupt Practices Act panel, 502
– – Is Your Compensation Committee Ready for the Executive Compensation Disclosure and Governance Changes? audioconference, 992
– – Proxy access audioconference, 920
– – SEC enforcement initiatives panel, 1160
– – Why Shareholders Want to Go West audioconference, 602

– CCOutreach BD National Seminar, 318
– Chamber of Commerce

– – Fair value and financial crisis conference, 324
– – Money market mutual funds conference, 632
– – Recommendations for SEC panel, 227

– Commonwealth Club, 211
– Compliance Week conference, 696; 710
– Council of Institutional Investors

– – Annual conference, 432; 446
– – Winter 2009 conference, 131; 176

– D.C. Bar Ass'n

– – Defending Against the Hostile Bidder conference, 1124
– – IFRS adoption seminar, 393
– – SEC enforcement seminar, 313; 350

– Directors Inst. on Corporate Governance webcast, 1226
– Dorsey & Whitney LLP, Symposium for Corporate Leaders, 606
– European Commission, 617
– FASB

– – Codification webcast, 777; 798
– – Investor input webcast scheduled, 1214; webcast held, 1271
– – Proposed Improvements to Financial Statement Preparation webcast, 146
– – Revenue recognition webcast, 424

– Federal Bar Ass'n Tax Law Conf., 309
– Financial Reporting Conf., 582; 584
– Global Accounting Alliance Group roundtable on complexity in reporting, 929
– Grant Thornton LLP risk management webcast, 1090
– Groom Law Group Employee Benefits Seminar, 1257
– IASB-FASB roundtable, 1136
– IASB roundtable, 715; 716
– Independent Directors conference, 501
– Institute of Intl. Bankers, 285
– Intl. Accounting Standards Comm. Found. conference, 866
– Intl. Org. of Securities Commissions Technical Comm. meeting, 1236
– Investment Company Inst., 165; 599
– KPMG

– – Joint Securities Docket webcast on FCPA, 133
– – Tax risk webcast, 1158

– Labaton Sucharow LLP financial services symposium, 1178
– Lead Director Network conference, 1013; 1027
– Morrison & Foerster

– – Compliance and risk assessment seminar, 632
– – Executive compensation seminar, 497
– – Risk reduction seminar, 7
– – Shareholder issues conference, 132

– Mutual Fund Directors Forum Third Annual Directors' Inst., 102
– Natl. Ass'n of Corporate Directors corporate governance conference, 1253; 1254; 1256
– New York City Bar Ass'n meeting, 994; 1174
– New York Financial Writers Ass'n, 799
– New York Natl. Investors Relations Inst., 101
– North Am. Securities Administrators Ass'n

– – Spring conference, 538
– – Winter Enforcement Conf., 97

– Northwestern Univ. School of Law, Annual Corporate Council Inst., 1199
– O'Melveny & Meyers LLP conference, 695
– Pace Law School, corporate law panel, 101
– Pearl Meyer & Partners webcast, 223
– Practicising Law Inst.

– – Accounting panel, 240
– – Corporate governance conference, 225
– – Employment compensation conference, 1281
– – Hot Issues in Executive Compensation webcast, 692
– – New Executive Compensation Restrictions on TARP Recipients Under the Economic Stimulus Bill webcast, 310
– – SEC Speaks conference, 194; 194; 195

– PricewaterhouseCoopers, webcast panel, 210
– SEC roundtable, 468
– Securities Docket

– – Litigation panel, 38
– – 2009 Midyear Review - Securities Litigation and Enforcement webcast, 887
– – Webcast, 270; 537; 768

– Securities Industry and Fin. Markets Ass'n conference, 1284
– Security Traders Ass'n conference, 569
– Social Investment Forum news conference, 249
– Soc'y of Corporate Secretaries and Governance Prof'ls meeting, 852
– Southeastern Securities Conf., 413
– Standard and Poor's IFRS conference, 643
– USC Marshall School of Business, SEC and Financial Reporting Inst. conference, 709; 711

CONGRESS, U.S.

– Ed. Note: For coverage of legislation by bill number, see LEGISLATION, FEDERAL. For information on measures not yet assigned bill numbers, see specific subject headings.
– Senate select committee on financial crisis proposed by McCain (R-Ariz) and Dorgan (D-ND), 314

CONNECTICUT

– AIG, state AG issues subpoena for bonus information, will ensure compliance with state law, 377
– Forfeiture provision of Citigroup's capital accumulation plan did not violate state wage law (Conn.), 14

CONSUMER FINANCIAL PROTECTION AGENCY

– Creation

See LEGISLATION, FEDERAL, HR 3126, S 566

CONTRACTS

– Election of remedies, acquisition of car dealership, buyer claims fraudulent financials led to inflated price (D. Or.), 1042
– First refusal agreement by Wayport Inc. did not apply to transactions, insider information and breaching duty to minority shareholder claims can continue (Del. Ch.), 1008
– LLC operating agreements, Del. decisions show need for clear, thorough drafting, 1231
– Merger, preferred share price set by metric in contract (Del. Ch.), 543
– Statute of limitations based on English law pursuant to contract, tolled by filing of N.J. action, so timely filed in Cal. (9th Cir.), 638
– Stock redemption before merger, fiduciary duty claims dismissed, issue governed by contract (Del. Ch.), 609

CORPORATE GOVERNANCE

– ABA task force issues report, preparation for reform urged, 969
– AIG, reconstituted board will select new CEO and chairman with trustees as advisors, 666
– Bank holding companies, FRB letter favors common equity, warns against dividends, 254
– Board structure of banks, regulators have power to change, says Scott, 632
– CalPERS

– – Four underperformers named, 379
– – Improvements result from pressure, 379

– Director discretion, strong oversight needed by boards now, panel says, 1226
– Executive compensation

– – Deductibility for TARP recipients, Analysis and Perspective, 366
– – Derivative litigation cases increasing, best practices for responding to demand letters given, Analysis and Perspective, 1238
– – Individual accountability key to reform, clawbacks, 694
– – Survey on practices finds most satisfied, 164

– Government intervention at GM changes board's power, Special Report, 516
– Hybrid boards generate higher shareholder returns, IRRC study says, 660
– Internal investigations

– – Board vigilance needed to handle increasing enforcement, 695
– – Issues to be aware of, report identifies, 255
– – Nicholas shows need for Upjohn warnings, outside counsel, and compliance programs, Special Report, 683

– Investors must be prudent and identify risk, says Silver, 176
– Japan's FSA debating rule encouraging institutional investors to disclose voting, 635
– Legislative and regulatory changes cause problems, boards should educate lawmakers on governance, says ABA panelists, 971
– Minutes of board and committee meetings, interview with Steeves of Emerson Electric, 871
– N.D. law changes are friendly to shareholders, 602
– Oversight, transparency, and accountability vital for dealing with toxic assets, 176
– Proxy access

See PROXIES

– Reform of financial system

– – Continued effort important even though recovery starting, says Schapiro, 1158
– – Investors' Working Group, new independent panel, to be voice of shareholders, 199

– SEC agenda, Schapiro testifies, 412
– Shareholder empowerment would favor stock prices, not better management, says academic report, 1259
– Shareholder proposals, 2009 likely issues overview, 36
– Short-termism must be overcome to effect reform, says Aspen Institute, 1125
– Social welfare concerns part of long-term corporate sustainability, says CED report, 230
– Stopping broker votes, upholding proxy access urged by CII, 200
– Tax expenses, IRS commissioner discusses measures to control, 1256

CREDIT CARDS

– Regulations

See LEGISLATION, FEDERAL, HR 627

CREDIT DEFAULT SWAPS

– SEC's unpublished regulations frozen pending Obama administration review, 98

CREDIT RATING AGENCIES

– Accountability

See LEGISLATION, FEDERAL, HR 3890

– Business model reform expected, Outlook, 148; correction, 178
– Enterprise risk management, Standard & Poor's will consider, 1090
– Market-wide downturn not shown after Moody's made corrective disclosures, fraud case continues (S.D.N.Y.), 610
– Obama plan effectiveness questioned by witnesses, lacks due diligence requirement, 998
– Pay models for NRSROs, Schapiro urges revisit, 200
– Regulation recommendations made by Comm. on Capital Markets Regulation, 670
– SEC authority

– – House committee to review, 573
– – Legislation

See LEGISLATION, FEDERAL, S 1073

– Shopping for good ratings, SEC Corporation Fin. Div. working on disclosure rule, 968
– Structured investment vehicles, CalPERS claims inaccuracies (Cal. Super. Ct.), 889
– Systemic risk reduced with more accountability and competition by agencies, 468
– Tighter control favored by Schapiro, 124
– Transparency and integrity enhancements, new SEC rules adopted, 174

CRIMINAL ENFORCEMENT

– Aiding and abetting

See AIDING AND ABETTING

– AIG financial fraud

– – Former General Reinsurance VP sentenced to probation (D. Conn.), 1131
– – Revenue inflation, former AIG VP sentenced (D. Conn.), 142

– Attorney-client privilege breached when firm representing both Broadcom and executive turned over executive's statements to investigators (C.D. Cal.), 471; ruling warns of risks of dual representation, 472; case shows need for Upjohn warnings, outside counsel, and compliance programs, Special Report, 683; former CFO knew conversations with outside counsel would be disclosed, so no privilege (9th Cir.), 1205
– Double jeopardy

See DOUBLE JEOPARDY

– Earnings fraud at American Italian Pasta Co., two former executives sentenced (W.D. Mo.), 1289
– Enron

See ENRON

– Financial crisis, task force should be created to investigate and punish crimes, say Dorgan (D-ND) and Cantwell (D-Wash), 350
– Foreign Corrupt Practices Act

See INTERNATIONAL DEVELOPMENTS

– Fourth Amendment not violated when civil receiver turns records over to law enforcement (5th Cir.), 667
– Fraud

See FRAUD

– Insider trading

See INSIDER TRADING

– Money laundering

See LEGISLATION, FEDERAL, S 386

– Possible exculpatory material, access denied for failure to meet challenged state law requirement, habeas writ planned (U.S., rev den), 731
– Restitution under MVRA for corporations' criminal investigation fees, Analysis and Perspective, 112
– Sale-leaseback transactions causing financial misstatement, former CFO pleads guilty (D. Conn.), 1265
– SEC should have “standby authority” to DOJ for criminal actions, expanded civil authority, says Comm'r Aguilar, 350
– Stock option backdating, prosecutor falsely stated other officials knew nothing, former Brocade Communication Systems CEO conviction reversed (9th Cir.), 1034
– Tax shelters

See TAX SHELTERS