Corporate Accountability Report Index-Summary

SALARIES

SARBANES-OXLEY ACT

– Attorney ethics, SEC actions after SOX show tension between roles as gatekeepers or advocates, Analysis and Perspective, 1296
– Audit committees, fiduciary duty, business judgment rule, and liability in financial crisis litigation, Analysis and Perspective, 807
– Bonus forfeiture provision, no private right of action (9th Cir.), 7
– Broker-dealer auditor oversight

See LEGISLATION, FEDERAL, HR 1212

– Clawback of bonuses, SEC goes after innocent former CEO for bonuses based on fraudulent financial statements (D. Ariz.), 915; case shows need to consider restatement effects and avoid need for them, 1050
– Executive compensation disgorgement, Section 304 claim fails without financial restatement (E.D. Mo.), 44
– Exemption of auditors of broker-dealers from PCAOB registration, Kanjorski (D-Pa) plans bill to close loophole, 175
– Foreign audit firm inspections, deadline extended by a year, SEC seeks comments, 548; SEC approves rule delaying onset, 745; PCAOB vote extends time to inspect, 798; delay pragmatic, not sign of internal problems, Special Report, 869
– Internal controls

See INTERNAL CONTROLS

– Whistleblowers

See WHISTLEBLOWERS

SCIENTER

– Auditor liability

– – Defenses at pleading stage, Analysis and Perspective, 1067
– – Deloitte & Touche, scienter lacking when treatment of warrant as sign-on bonus confirmed with both sides (2d Cir.), 717
– – Fraud victims include auditors, dismissed (4th Cir.), 68
– – Revenue recognition improper, causing restatement, scienter not shown (D. Idaho), 1213

– Axonyx Inc. failed drug trials, possible flaws in clinical trial not enough to show (S.D.N.Y.), 439
– Blood thinner Exanta, safety and efficacy misrepresentation claims lack scienter (2d Cir.), 859
– “Collective scienter” theory disfavored in Ninth Circuit, disclosure practices may change, 136
– Complicity with Enron, failure to plead against JP Morgan Chase (2d Cir.), 139
– Confidential witnesses must be reliable to show Gilead Sciences used off-label pharmaceutical marketing (N.D. Cal.), 772
– Dana Corp., claims about knowledge and timing of financial situation require dismissal (N.D. Ohio), 1101
– Digimarc, class suit alleging improper capitalization dismissed (9th Cir.), 68
– Disclosures about financial indicators negate scienter, First Marblehead fraud case dismissed (D. Mass.), 1103
– Dividends announced shortly after self-tender offer closed, scienter not shown, disclosures indicated dividend policy under review (5th Cir.), 504
– Energytec, former CEO fails to dismiss claims of misrepresentations and omissions in investment scheme (N.D. Tex.), 926
– Ericsson LM Telephone, class action fails (S.D.N.Y.), 48; dismissal affirmed (2d Cir.), 1264
– Financial restatements after merger, sale of stock at inflated price does not show scienter without history of trades (N.D. Cal.), 705
– Forward looking statements Safe Harbor provisions, lack of scienter, require dismissal of misleading earnings potential claim (M.D. Fla.), 1102
– FX Energy, pleadings fail to show misrepresentations or scienter (D. Utah), 893
– Goodwill impairment, repleading allowed in claims BearingPoint misstated magnitude (4th Cir.), 1007
– Inspire Pharmaceuticals class action dismissed for failure to adequately allege (4th Cir.), 10
– Jones Soda, PSLRA pleading standards not met in allegations about expansion efforts (W.D. Wash.), 860
– Market share, financial results, Novatel Wireless statements misleading, scienter pled (S.D. Cal.), 579
– Merger failure, class allegations of misrepresentations and omissions about contract issues lack evidence of scienter (D. Conn.), 385
– Mortgage insurer PMI Group, investors can shore up scienter allegations (N.D. Cal.), 924
– PricewaterhouseCoopers dismissed as defendant, cannot be re-included in amended complaint (2d Cir.), 55
– Product pricing pressures, fraud claim about denials by CFO reinstated (3d Cir.), 578
– Proxy solicitation by Equity Office Property Trust, weak claim fails even without requirement (7th Cir.), 384
– Recklessness, scienter by PricewaterhouseCoopers not shown, Doral Financial class fraud action dismissed (2d Cir.), 1129
– Revenue recognition, license types, differing treatment, allegations in Cadence Design case lacking (N.D. Cal.), 1182
– Stock option backdating

– – Sonic Solutions, 10(b) claims dismissed for lack of scienter, proxy claim survives (N.D. Cal.), 544
– – Witness Systems Inc., pleading deficiencies cause dismissal (11th Cir.), 138

– Tween Brands, scienter lacking in claims of misrepresentations about apparel stores (S.D. Ohio), 858
– Yahoo! inflation of revenue by statements and relaxed click fraud standards, specifics not pled, scienter not shown (N.D. Cal.), 829

SEC

See SECURITIES AND EXCHANGE COMMISSION (SEC)

SECURITIES

– Auction rate securities

– – Derivative litigation, red flags ignored by Goldman Sachs, presuit demand not excused (S.D.N.Y.), 701
– – Wachovia's discovery stay under PSLRA partly lifted (S.D.N.Y.), 140

– Auditor liability for mortgage-backed securities valuation, Analysis and Perspective, 84
– Bear Stearns, breach of fiduciary duty cases consolidated into 3 cases (S.D.N.Y.), 72
– Class actions

– – Filings increase in 2008 due to subprime/liquidity crisis, 37; filings remain high in 2009, 787; filings on pace to match 2008, more foreign defendants, 997
– – Financial services companies, filings against jump in 2008, 466
– – Settlements drop in 2008, report says, 386

– Enforcement policy

See SECURITIES AND EXCHANGE COMMISSION (SEC)

– Fraud

See FRAUD

– Hedge funds

See HEDGE FUNDS

– Municipal securities, credit crisis raises interest rates, Outlook, 148; correction, 178
– Private pool advisor registration

See LEGISLATION, FEDERAL, HR 3818

– Reform proposals by Obama expand SEC authority and tighten securities regulation, Analysis and Perspective, 900
– Registration

– – Fee rate advisory issued, 574
– – Violations when stock warrants exercised to sell, remand on materiality issue (D.C. Cir.), 792

– Regulatory system reforms needed, current system flawed, GAO says, 66; hearing on report, 134
– Short sales

See SHORT SALES

– Short-swing profits

– – InfoSpace insider tort claims regarding disgorgement dismissed as de facto indemnification (U.S., rev den), 354
– – Restrictions, CSX Corp. settles (S.D.N.Y.), 11

– Stock options

See STOCK OPTIONS

– Supreme Court nominee Sotomayor shows balance in past securities rulings, 662
– Systemic risk regulator

See RISK MANAGEMENT

– Taxation of transactions

See LEGISLATION, FEDERAL, HR 1068

SECURITIES AND EXCHANGE COMMISSION (SEC)

– Agenda

– – Fair value, systemic risk, enforcement, and corporate governance issues discussed at hearing, 412
– – Interview with Kroeker on IFRS roadmap, convergence, independence of standard setters, fair value, 1241
– – Proxy voting system, access, disclosure of credit rating shopping and risk are priorities of Corporation Fin. Div., 968
– – Reforms outlined for 2009 by chair, 317
– – Short selling, credit rating agencies, shareholder rights, dark pools among items, Schapiro says, 1284

– Annual testimony by chairman

See LEGISLATION, FEDERAL, HR 2664

– Budget

– – Fraud schemes

See LEGISLATION, FEDERAL, S 386

– – FY 2010, Obama to propose additional increase, 285; increase of 7% sought, 603; further action, see LEGISLATION, FEDERAL, HR 3170, S 2010
– – FY 2011, Schapiro wants to increase staffing, 691
– – Omnibus spending bill

See LEGISLATION, FEDERAL, HR 1105

– – Self-funding in draft strategic plan issued for comment, 1230

– Comment letters focus on credit crunch, fair value, 209
– Enforcement policy

– – Activity increasing, says Gibson report, 887
– – Aggressive stance in 2009 due to change in administration, Khuzami's guiding principles, 972
– – Authority

See LEGISLATION, FEDERAL, HR 2623, HR 3310

– – Chamber of Commerce efficiency recommendations, panel supports, 227
– – Collaboration with state securities regulators needed because resources inadequate, 1159
– – Control person liability as sole basis for actions, Analysis and Perspective, 1215
– – Credit rating agencies

See CREDIT RATING AGENCIES

– – Custodians, bounty programs, increased PCAOB authority among IG recommendations, 854
– – Derivatives markets, Geithner seeks legislation granting SEC and CFTC authority, 603
– – Efficiency increase expected with new processes, penalty guidance, and enforcement manual, says SEC deputy director Curtis, 537
– – Expanded civil and “standby” to DOJ criminal authority should be granted, says Comm'r Aguilar, 350
– – Foreign Corrupt Practices Act

See INTERNATIONAL DEVELOPMENTS

– – Increase in enforcement remains to be seen, Special Report, 835
– – Insider trading

See INSIDER TRADING

– – International issues, procedural obstacles to SEC enforcement of cases easing, 313
– – Legislative changes, wish list provided to Kanjorski (D-Pa), 917
– – Liability, primary versus aiding and abetting, where underwriter distributed but did not write false and misleading prospectus, court seeks SEC amicus brief (1st Cir.), 290
– – Manual should be studied as enforcement increases, 768
– – Penalties

– – – History and effect of terminating pilot program, Analysis and Perspective, 272
– – – Pre-authorization requirement, Comm'r Aguilar calls to end, 97; Schapiro drops requirement, 194; Atkins clarifies history, 228

– – Pension funds, changing accounting methods to smooth losses subject to scrutiny, 711
– – Pequot Capital Mgmt., Schapiro tells Grassley (R-Iowa) she expects full implementation of 2007 recommendations, 537
– – Primary liability standard, bounty program, expanded authority all in Obama reform plan, 885; effectiveness of credit rating approach questioned by witnesses, 998
– – Procedure improvements coming after self-analysis, says Comm'r Walter, 285
– – Reform package proposed by Obama would expand authority, 764
– – Regulation FD, anonymous internet postings raise issues, Analysis and Perspective, 483
– – Reinvigoration plans detailed, Analysis and Perspective, 518
– – Risk assessment programs more important as SEC enforcement increasing, 632
– – Selection and tracking of cases, cooperation encouragement, will maximize resources, says Comm'r Paredes, 413
– – Settlements fell in fourth quarter of 2008, 257; both number and amount increase in first quarter 2009, 467; number in first half 2009 slightly higher than first half 2008, 997
– – Shadow financial sector scrutiny increases, 533
– – Subpoenas

– – – Delays ended by Schapiro, 194; Atkins urges caution, 228
– – – Service

See LEGISLATION, FEDERAL, HR 2873

– – Supplemental Anti-Fraud Enforcement Markets Act

See LEGISLATION, FEDERAL, S 331

– – Temporary restraining orders, other ex parte relief, increased use leads to fairness questions, lawyer says, 1093

– Fraud

See FRAUD

– Functional regulation, study on institutional ownership, urged by Comm'r Aguilar, 165
– Harmonization project with CFTC, joint hearing explores strengths of each agency, ways to align, 1095
– IFRS

See INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

– Impairments, staff amend Accounting Bulletin after FASB guidance issues, 480
– Impostors claiming to be employees trying to con people, agency warns, 293
– Internal controls

See INTERNAL CONTROLS

– Investor advisory committee, Schapiro to name members, 432; members named, 730; first public meeting set, 854; fiduciary duty standard discussed, 943; three subcommittees formed, chaired by Salisbury, Bullard, and Davis, 1126; proxy access, strategic plan, resources discussed, 1200
– Mutual fund independent directors, SEC considers changing requirements, 102
– No-Action Letters

See NO-ACTION LETTERS

– Non-attorneys need to be added to assess risk, says Comm'r Paredes, 318
– OMB regulatory review process executive order revoked by Obama, 166
– Personnel

– – Chief accountant, search narrows to 5 candidates, 674; Kroeker named, 1065
– – Corporation Finance Div., Parratt named acting director, 74; Cross returns to lead, 470
– – Cox resigns as chairman, 97
– – Enforcement Director Thomsen leaves, Deutsche Bank's Khuzami possible replacement, 198; Khuzami appointed, 256
– – Fellows Program seeks experienced professionals to better manage risk, 574
– – General counsel and senior policy director, Becker named, 199
– – Investor Education and Advocacy Office, Schock named director, 1200
– – Legislative and Intergovernmental Affairs Office

– – – Davis named deputy director, 352
– – – Spitler named counselor to chairman, 1037

– – Risk, Strategy, and Financial Innovation, Hu named director of new division combining ORA and OEA, 1126
– – Schapiro nominated for chair, 4; CII questions reform stance, 66; testifies she will increase enforcement and oversight if confirmed, 96; confirmed, 123; tells Levin (D-Mich) position on key issues, 124
– – Senior advisor to Schapiro, Gillan named, 226

– Reform of agency

– – Creation of Financial Product Safety Comm'n to complement

See LEGISLATION, FEDERAL, S 566

– – Enforcement Div. changes

– – – Cooperation tools, performance metrics, coordination with DOJ discussed by ABA panel, 1258
– – – GAO report makes recommendations, 575; Khuzami making multiple changes in response, 600; changes will increase speed, intensity of enforcement, but will take time to show, 1174
– – – Reorganization plan into specialized units, subpoena powers, increase agency force, 994; changes mean cases will move faster, cover more areas than before, 996; staff is stressed but restructuring continues, 1090; specialized units should be running by 2010, 1160
– – – Wells Process improved, cooperation fostered, and Bank of America decision will not change process, says Khuzami, 1201

– – Independence, executives urge Geithner to maintain, 665
– – Merger and other reforms possible in 2009, Outlook, 148; correction, 178
– – Merger with CFTC urged by Schumer (D-NY), 769
– – Obama plan for new agency, SEC work with CFTC, Schapiro comments, 884
– – Reorganization, Maffei (D-NY) and Arcuri (D-NY) urge agency restructuring after Madoff, 229
– – Reshaping of division predicted by Gorman, 38
– – Role of agency after reform still being debated, 629
– – Three regulators enough to manage market, says Comm. on Capital Markets Regulation, 670

– Rulemaking

– – Active rulemaking positions SEC as stronger regulator, 599
– – Civil penalties, adjusting for inflation, final rule adopted, 257
– – Combinations and noncontrolling interests, technical amendments will align with FASB, 512; SAB updates guidance, 745
– – Cost-benefit analysis should be basis for decisions, says Comm'r Paredes, 195
– – Credit rating agencies, new rules enhancing transparency and integrity adopted, 174
– – Disclosure, Regulation FD, staff interpretation issued, 1029
– – Executive compensation

– – – Authority

See LEGISLATION, FEDERAL, HR 3269

– – – Increase in requirements considered, 691; disclosure, say on pay, deductibility limits, clawbacks among issues on table, 692; pay realizable during year should be focus, says consulting firm, 695; issue gains momentum, 726; proposals on stock award valuation, say-on-pay, risk assessment considered, 786; proposed rules would increase information in proxy statements, 818; proposed rules on compensation consultants disclosure released, 883; companies should review practices and risk in light of rule, 912; ABA panel discusses effects, 970; more clarity needed to meet requirements, 992; summary of proposed rules, Analysis and Perspective, 1017; risk assessment, comments being reviewed, 1286
– – – Regulatory and legislative action, review of effects, Analysis and Perspective, 1187
– – – Say-on-pay guidance issued, some questions unanswered, 249

– – Freeze pending Obama administration review, 98
– – GAAP references refer to corresponding references to FASB codification, guidance issued, 1038
– – Gaps in regulation, Kanjorski (D-Pa) wants to close, Comm'r Paredes explains value, 569
– – Nasdaq listing requirements temporarily suspended, 106
– – Non-votes, Corporate Governance asks for amendment to stop allowing them to be changed, 663
– – Oil and gas reserves reporting, 5
– – Pay-to-play, temporary bans on pension advisors who make certain political contributions will be proposed, 605; proposed rule would ban practice, 944
– – Placement agents, N.Y.C. Comptroller urges regulatory reform, 635
– – Proxy access

See PROXIES

– – Retail investors need active voice, says Comm'r Aguilar, 194
– – Securities Exchange Act, Securities Act, new interpretations issued, 174
– – Short sales

See SHORT SALES

– – XBRL rules adopted for large cap companies and mutual funds, 229; most large public companies already using, 602

– Stock option backdating

See STOCK OPTION BACKDATING

SECURITIES LITIGATION UNIFORM STANDARDS ACT (SLUSA)

See CLASS ACTIONS

SETTLEMENTS

– AIG

– – Improper accounting transactions, former executives agree to fines, disgorgement (S.D.N.Y.), 1006
– – Loss reserves inflation, General Reinsurance Corp. settles fraud case (S.D.N.Y.), 352

– Attorney-client privilege in bankruptcy proceedings, extent and avoiding waiver, Analysis and Perspective, 1141
– Attorneys' fees, allocation between plaintiffs in 2 states in tracking stock class action (Del. Ch.), 768
– Auditor liability

– – Ernst & Young settles claim for HealthSouth Corp. financial fraud (N.D. Ala.), 421
– – Untrained staff issued audit reports, firm and accountant settle with SEC (D. Nev.), 1108

– Bank of America merger with Merrill Lynch

See BANKING

– Earnings scheme, CAO charged, Beazer Homes settles (N.D. Ga.), 858
– ERISA fiduciary duty, Countrywide breached by offering its stock in retirement plan during mortgage crisis, settlement reached (C.D. Cal.), 1005
– False financial statements, Delphi former director agrees to fines, bar (E.D. Mich.), 421
– GE settles SEC charges of misleading investors in false financial statements (D. Conn.), 979
– Halliburton agrees to pay $559M to settle FCPA case against oil and gas subsidiary KBR Inc., 177; settlement approved (S.D. Tex.), 238
– Ingram Micro settles internal controls, books and records violations in McAfee scheme (SEC), 641
– Inside earnings data given to analysts but not public, former American Commercial Lines CFO agrees to fine (S.D. Ind.), 1183
– Krispy Kreme Doughnuts, earnings misstatement, company and former finance officer will cease and desist, 288
– Mergers and acquisitions

– – National City Corp., weak breach of fiduciary duty claim settled by additional disclosures, court approves (Del. Ch.), 1030
– – Wrigley and Mars, court finds class action settlement fair (Del. Ch.), 203

– Merrill Lynch, subprime mortgage-backed assets, class action settlement reached (S.D.N.Y.), 103; court gives preliminary approval, 438
– Mortgage company understated losses, former CEO settles with SEC, others don't (S.D.N.Y.), 545
– Operating income overstatement, VeriFone Holdings controller agrees to fine, injunction (N.D. Cal.), 1104
– PCAOB enforcement, sanctions and civil penalty imposed on CPAs, 1041
– Pension accounting estimates, GM misstatement case settles (D.D.C.), 141
– Proxies, investment advisors settle charges of failing to describe policies to clients (SEC), 607
– Recapitalization of Regency Affiliates, settlement approved (Del. Ch.), 856
– Research in Motion, stock option backdating case settles with disgorgement, penalties (D.D.C.), 233
– Revenue recognition

– – Apogee Tech., revenue inflation charges settled (D. Mass.), 671
– – AstroPower Inc. former executives agree to fines, bar (D.D.C.), 321
– – Cardinal Health, charges settled with penalties, director and accounting bars (S.D.N.Y.), 671
– – Dana Holding Corp. and former executives settle charges (SEC) (N.D. Ohio), 1161
– – Enron, attorneys settle charges of revenue inflation (S.D. Tex.), 142
– – PowerCold and officers, phony contract to boost revenues, accept penalties (W.D. Tex.), 353
– – Secret deal terms artificially boosted revenue, Isilon Systems settles, CFO charged (W.D. Wash.), 1129

– Royal Dutch Shell to pay foundation on behalf of investors in fraud claim, 708
– Sale-leaseback transactions causing financial misstatement, former CFO settles with SEC (D. Conn.), 1265
– SEC actions, fewer in fourth quarter of 2008, 257; both number and amount increase in first quarter 2009, 467; number in first half 2009 slightly higher than first half 2008, 997
– Securities class actions

– – Fairness determination did not include court's economic evaluation of case (U.S., rev den), 577
– – Filings against financial services companies jump in 2008, but settlements drop, 466
– – Settlements drop in 2008, report says, 386

– Stock option backdating

– – Maxim Integrated Products, Inc. executives agree to disgorgement (Del. Ch.), 139
– – Monster Worldwide settles SEC charges with fine, future violations bar (S.D.N.Y.), 639; former CEO convicted of fraud, 640
– – Pediatrix Medical Group consents to charges involving former financial officer (S.D. Fla.), 320
– – Quest Software and officers settle charges, 353
– – Take-Two Interactive Software settles SEC charges (S.D.N.Y.), 440; former executives settle, 980

– Tenet Healthcare Corp., former COO settles outlier revenue scheme charges with disgorgement (C.D. Cal.), 1162
– Terex Corp. agrees to penalty after financial fraud, aiding and abetting fraud at another company (D. Conn.), 1012
– Tyco Intl.

– – Former executives settle SEC actions with bars, disgorgement (S.D.N.Y.), 894
– – Looting and accounting fraud claims settled (D.N.H.), 1005; settlement gets preliminary approval, 1098

– WorldCom, former executive must reimburse Verizon for tax shelter settlement for her stock options (S.D. Miss.), 474

SHAREHOLDER ACTIVISM

– Climate change, environmental groups name companies that lag on issue, 230
– Corporate governance

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

– Del. corporation law cases, 2009 second quarter review, 842
– Empowerment would favor stock prices, not better management, says academic report, 1259
– Fiduciary duty, pension activism may incur costs, decrease value, says Chamber, 697
– Nanomaterials, more disclosure resolutions expected, 103
– Proxy access

See PROXIES

– Reform of financial system, new independent panel, Investors' Working Group, to be voice of shareholders, 199
– Response teams, boards should develop to respond to shareholders, 497
– Say-on-pay

– – N.Y.C. Comptroller calls for more advisory votes, 224
– – Proxy access

See LEGISLATION, FEDERAL, S 1074

– – Shareholder approval

See LEGISLATION, FEDERAL, HR 3269, S 1006

– ShareOwners.org launched, allows investor input, 821

SHAREHOLDER PROPOSALS

– Climate change, number and votes increasing in 2009, 1057
– Golden coffins and reincorporation in N.D. likely 2009 proxy issues, 132
– No-Action Letters

See NO-ACTION LETTERS

– Precatory proposal to allow vote to require proxy inclusion of bylaw amendment proposals, 60 law professors file amicus brief on appeal of dismissal (2nd Cir.), 289; Chamber files amicus brief claiming conflict with proxy rules, 539
– Proxy access favored by Schapiro, 124; Comm'r Walter agrees, 225; Schapiro directs staff to draft proposals for director nominations, 307
– Risk evaluation, SEC will evaluate based on subject matter and policy issues, says new guidance, 1283
– 2009 likely issues overview, 36

SHAREHOLDERS

– Derivative litigation

See DERIVATIVE LITIGATION

– Proposals

See SHAREHOLDER PROPOSALS

SHORT SALES

– Delivery rule made permanent, information will be on self-regulatory organizations websites, 945
– Disclosure, too much can cause problems, says Comm'r Paredes, 1287
– Lack of regulation, Comm'r Paredes explains value, 569
– Preborrow rule curbs abuse but is costly, SEC study shows, 572
– Uptick rule

– – Effectiveness questioned, 289
– – Exchanges propose modified rule, 388
– – Modified version, reinstatement likely, says Comm'r Campos, 604
– – Reinstatement of rule

See LEGISLATION, FEDERAL, HR 302

– – Schapiro urges revisit of rule, 200
– – SEC offers three proposals for public comment, 435; SEC roundtable discusses options, 567; comments urge reinstatement, lawmakers want Schapiro to rely on evidence, not emotion, 788

SMALL COMPANIES

– Audits

– – PCAOB AS5, internal control audits, staff guidance issued, 145
– – Top-down, risk-based approach promoted by CAQ, 208

– Internal controls

– – SEC filings lacking internal controls review considered materially deficient, 38
– – SOX Section 404 audit attest requirements will be applied June 2010, 1210; CII says delay not needed, will hurt smaller, riskier public companies, 1266

SOFTWARE FIRMS

– Cadence Design, differing revenue recognition treatment of license types, allegations lacking (N.D. Cal.), 1182
– IBSG Intl., SEC sues former CEO over fictitious licensing agreements (M.D. Fla.), 1209
– McAfee's former general counsel, SEC stock option backdating claims dismissed (N.D. Cal.), 389
– Peregrine Systems, Inc., “parking” transactions with KPMG, dismissed for lack of reliance (9th Cir.), 147
– Take-Two Interactive Software settles stock option backdating charges (S.D.N.Y.), 440; former executives settle, 980
– Trados Inc., disparate treatment of share classes in sale, fiduciary duty claims survive dismissal (Del. Ch.), 1031

SPECIAL REPORTS

See ANALYSIS AND PERSPECTIVE

STANDING

– Auditor liability defenses at pleading stage, Analysis and Perspective, 1067
– Derivative litigation

– – Autodesk Inc., stock option backdating, shareholder acquired shares after options granted (N.D. Cal.), 47
– – British Virgin Island's permission to sue provision enforced under internal affairs doctrine (Cal. Ct. App.), 742
– – Merrill Lynch merger with Bank of America, plaintiffs lacked Del. “continuing ownership” after merger (S.D.N.Y.), 263
– – Recapitalization claim, standing lost when company acquired (Del. Ch.), 699
– – Stock option backdating, standing fails after Biomet merger (Ind. Ct. App.), 265

– Holding company may sue former CEO for fraud and fiduciary duty claims involving subsidiary asset purchase agreement (Del. Ch.), 1096
– Lead plaintiff acting for client investment funds removed in IMAX case (S.D.N.Y.), 924
– Search warrants for corporate facilities, executives have standing to challenge only if reasonable expectation of privacy (9th Cir.), 127
– Trustee lacks N.Y. standing to sue for wrongs committed by bankrupt debtor (S.D.N.Y.), 579

STATUTES OF LIMITATIONS

– Attorney fee indemnification claim for breach of merger contract reinstated (Del.), 381
– Inquiry notice

– – Celebrex study, §10(b) claims require notice of possibility of fraud (3d Cir.), 201
– – Vioxx safety, fraud allegations against Merck (U.S., rev grant), 663; notice timeline starts from injury, reinstatement wrong, says SIFMA amicus brief, 1062

– Tolling

– – Investors lacked diligence when attorney failed to register shares, tolling not warranted (8th Cir.), 48
– – N.J. filing tolls Cal. time, 6-year English statute applies by contract (9th Cir.), 638
– – SEC agreements will be very limited, 994
– – Stock option backdating, short-swing profits, false exemption claim does not toll (9th Cir.), 741

– Whistleblowers under SOX

– – Improper offer starts time running, not expiration of offer (10th Cir.), 733
– – Period starts at notice of firing (DOL ARB), 106
– – Time doesn't start until unequivocal termination notice given (DOL ARB), 611

STOCK MARKETS

– Nasdaq listing requirements temporarily suspended, 106
– New York Stock Exchange

See NEW YORK STOCK EXCHANGE (NYSE)

– Stop Trading on Congressional Knowledge Act

See LEGISLATION, FEDERAL, HR 682

STOCK OPTION BACKDATING

– 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
– Attorney misconduct, prosecutor falsely stated other officials knew nothing, former CEO conviction reversed (9th Cir.), 1034
– Attorneys' fees, deadline for objections earlier than that for full fee motion, CII files amicus brief objecting for class (N.D. Cal.), 542
– Autodesk Inc., no allegation of Del. presuit demand futility, dismissed (N.D. Cal.), 47
– Derivative litigation

– – Presuit demand

– – – Complaint lacks specific allegations of futility (9th Cir.), 172
– – – ePlus Inc., futility not shown, case dismissed (D.D.C.), 1032
– – – Futility not shown, suit dismissed (Mass.), 508
– – – Wash. follows Del. standard in finding futility in stock option backdating case (Wash.), 702

– – Standing fails after Biomet merger (Ind. Ct. App.), 265

– Engineered Support Systems CEO and son, SEC claims remain (E.D. Mo.), 44
– Internal investigation documents, attorney-client privilege waived by disclosing to SEC, others (N.D. Tex.), 855
– Loss causation, speculative statements such as analyst reports, government investigations, special committee reports do not support (N.D. Cal.), 1062
– Maxim Integrated Products, Inc., executives agree to disgorgement (Del. Ch.), 139
– McAfee's former general counsel, SEC claims dismissed (N.D. Cal.), 389
– Monster Worldwide settles SEC charges with fine, future violations bar (S.D.N.Y.), 639; former CEO convicted of fraud, 640
– Pediatrix Medical Group consents to charges involving former financial officer (S.D. Fla.), 320
– Quest Software and officers settle charges, 353
– Research in Motion, disgorgement, penalties agreed to in settlement (D.D.C.), 233
– Sonic Solutions, 10(b) claims dismissed for lack of scienter, proxy claim survives (N.D. Cal.), 544
– Statute of limitations, short-swing profits, false exemption claim does not toll (9th Cir.), 741
– Take-Two Interactive Software settles SEC charges (S.D.N.Y.), 440; former executives settle, 980
– UnitedHealth Group

– – Fiduciary duty breach in offering stock as investment option while backdating occurred, settlement approved (D. Minn.), 1060
– – General counsel and company settle SEC charges, 13

– Witness Systems Inc., pleading deficiencies cause dismissal (11th Cir.), 138
– Work product, deposition of SEC about witnesses they interviewed subject to protective order (N.D. Cal.), 703

STOCK OPTIONS

– Del. corporation law cases, 2008 review, 22; first quarter 2009, 451
– Derivative litigation, misstatement of grant date present values in proxy statement, dismissed for lack of presuit demand futility (E.D.N.Y.), 72
– Executive compensation, options drop, performance shares gain, at top 250 companies, report says, 1229
– Forfeiture provision of Citigroup's capital accumulation plan did not violate state wage law (Conn.), 14
– Taxation

See LEGISLATION, FEDERAL, S 1491

– Underwater options, companies consider responses, 308
– Value after merger, admissions later withdrawn were extrinsic evidence to interpret ambiguous plan language (Del.), 355
– WorldCom, former executive must reimburse Verizon for tax shelter settlement for her stock options (S.D. Miss.), 474

STOCKS

See SECURITIES

SUBPRIME MORTGAGE LENDING

See MORTGAGES

SUPREME COURT, U.S.

– Class action settlement, fairness determination did not include economic evaluation of case (rev den), 577
– Enron

– – Conviction of CEO Skilling affirmed on “honest-services” fraud charges (rev grant), 1234
– – Retrial of former official Yeager after partial acquittal and hung jury, double jeopardy and collateral estoppel issues raised (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

– “Honest services” fraud, Hollinger Intl., finding of harm to party to whom services owed required or not (rev grant), 637
– Jurisdiction

– – “Foreign-cubed” securities fraud case, Solicitor General invited to comment (rev sought), 698
– – Proper principal place of business test to be applied to Hertz (rev grant), 732
– – SLUSA, remand to state court denied in mutual fund market timing case (rev den), 1207

– Mutual fund advisory fees, excessive level (rev grant), 576; fiduciary duty definition likely, SEC files amicus brief (rev grant), 1003; trade groups file amicus briefs urging court to honor marketplace, refrain from rate setting, 1091; U.S. Solicitor General to participate in oral argument as amicus curiae (oral arg set), 1207
– Nominee Sotomayor shows balance in past securities rulings, 662
– Parmalat fraud, bankruptcy trustees fail to show liability of third parties (rev den), 1207
– PCAOB, constitutionality of creation and operations challenged (rev grant), 642; (oral arg set), 1210; CII amicus brief urges retention of board, 1292
– Possible exculpatory material, access denied for failure to meet challenged state law requirement, habeas writ planned (rev den), 731
– Self-tender offer, failure to disclose dividend to ensure shareholder participation before stock price increases (rev den), 1207
– Short-swing profits

– – InfoSpace insider tort claims regarding disgorgement dismissed as de facto indemnification (rev den), 354
– – Restrictions, SEC had authority to exempt certain transactions (rev den), 792

– SOX claim, loans previously written off are reported as income when later recovered, CFO complaining of GAAP violation fired (rev den), 545
– Statute of limitations issues in “inquiry notice” for fraud allegations against Merck about Vioxx safety (rev grant), 663; notice timeline starts from injury, reinstatement wrong, says SIFMA amicus brief, 1062
– Stock distribution illegal, summary judgment upheld (rev den), 698