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Rule 10b-5 Liability: The Supreme Court and 'Janus'
This three-part series discusses the Second Circuit's recent Securities law landmark case, S.E.C. v. Rio Tinto. However, in order to discuss Rio Tinto, it is important to first understand the Supreme Court landmark cases upon which Rio Tinto is based: Janus Capital Group, Inc. v. First Derivative Trader and S.E.C v. Lorenzo. Janus is discussed here in the first installment.
As today's headlines swirl with lurid allegations of securities fraud, daily reports of investigations and indictments, and the pleas of swindled investors for justice (and, to be sure, pecuniary recompense), we are mindful that Rule 10b-5, long the ultimate weapon of prosecutors, regulators, and private litigants, subdivides offenses under the federal securities law into three, broad categories: employing a "scheme" to defraud; "mak[ing]" a material misrepresentation or omission; or engaging in "any act" which "operate[s] as a fraud or deceit." 17 C.F.R. §240.10b-5. See also, 15 U.S.C. §78(j).
For over eight decades, this triad of prohibitions has been eminently successful in achieving its twin objectives of punishing present-day wrongdoers and deterring future lawlessness, due in no small part to the obvious overlap between its operative provisos. Yet the inescapable irony is that this same convergence is sometimes misinterpreted, including by overzealous regulators who erroneously conflate Rule 10b-5's subcomponents.
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Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Stranger to the Deed Rule
In 1987, a unanimous Court of Appeals reaffirmed the vitality of the "stranger to the deed" rule, which holds that if a grantor executes a deed to a grantee purporting to create an easement in a third party, the easement is invalid. Daniello v. Wagner, decided by the Second Department on November 29th, makes it clear that not all grantors (or their lawyers) have received the Court of Appeals' message, suggesting that the rule needs re-examination.