DOCSLIB.ORG

Merrill Lynch & Co., Inc

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text

Load more

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------------------x IN RE MERRILL LYNCH & CO., INC. : RESEARCH REPORTS SECURITIES LITIGATION : 02 MDL 1484 (MP) ------------------------------------------------------------------------x IN RE MERRILL LYNCH & CO., INC. : 24/7 REAL MEDIA, INC. : 02 CV 3210 (MP) RESEARCH REPORTS SECURITIES LITIGATION : ------------------------------------------------------------------------x IN RE MERRILL LYNCH & CO., INC. : INTERLIANT, INC. : 02 CV 3321 (MP) RESEARCH REPORTS SECURITIES LITIGATION : ------------------------------------------------------------------------x DECISION AND ORDER APPEARANCES FOR PLAINTIFFS: APPEARANCES FOR DEFENDANTS: KAPLAN FOX & KILSHEIMER LLP SKADDEN, ARPS, SLATE, (By Frederic S. Fox, Laurence D. King, MEAGER & FLOM LLP Donald R. Hall, of counsel) (By Jay B. Kasner, Edward J. Yodowitz, 805 Third Avenue, 22nd Floor Scott D. Musoff, Joanne Gaboriault) New York, NY 10022 Four Times Square Tel: (212) 687-1980 New York, NY 10036 Tel: (212) 735-3000 Plaintiffs’ Liaison Counsel Attorneys for Defendants COHEN, MILSTEIN, HAUSFELD & Merrill Lynch & Co., Inc. and TOLL, P.L.L.C. Merrill Lynch, Pierce, Fenner (By Herbert E. Milstein, Steven J. Toll, & Smith Incorporated Joshua S. Devore, of counsel) 1100 New York Avenue, N.W. FOLEY & LARDNER West Tower, Suite 500 (By Douglas M. Hagerman, Washington, DC 20005 James D. Ossyra, of counsel) Tel: (202) 408-4600 321 North Clark Street, Suite 2100 Chicago, Illinois 60610 Lead Counsel for the Interliant Class Tel: (312) 832-4500 Co-Chairs of Plaintiffs’ Executive Committee Samuel J. Winer SHAPIRO HABER & URMY LLP 3000 K Street, N.W., Suite 500 (By Edward F. Haber, Michelle Blauner, Washington, D.C. 20007 Theodore M. Hess-Mahan, of counsel) Tel: (202) 672-5300 75 State Street Boston, MA 02109 Attorneys for Defendant Tel: (617) 439-3939 Henry Blodget Co-Chairs of Plaintiffs’ Executive Committee 1 FINKELSTEIN, THOMPSON & LOUGHRAN (By Donald G. Thompson, Donald J. Enright, Conor R. Crowley, Adam T. Savett, of counsel) 1050 30th Street, N.W. Washington, DC 20007 Tel: (202) 337-8000 Lead Counsel for the 24/7 Class Member of Plaintiffs’ Executive Committee RABIN, MURRAY & FRANK LLP (By Jacqueline Sailer, Eric J. Belfi, Sharon M. Lee, of counsel) 275 Madison Avenue, 34th Floor New York, NY 10016 Tel: (212) 682-1818 Co-Chairs of Plaintiffs’ Executive Committee POLLACK, Senior District Judge. Defendants Merrill Lynch & Co., Inc. (ML & Co.) and its wholly-owned subsidiary Merrill Lynch, Pierce, Fenner & Smith Inc. (MLPF&S) move to dismiss the amended class action complaints in the 24/7 Real Media, Inc. (24/7) and Interliant, Inc. (Interliant) consolidated actions for, inter alia, (1) failure to state a claim upon which relief can be granted, pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure, and (2) failure to plead fraud with particularity, as required by the Private Securities Litigation Reform Act of 1995 (Reform Act) (see 15 U.S.C. § 78u-4(b)) and Rule 9(b) of the Federal Rules of Civil Procedure. Individual defendant Henry Blodget (Blodget) joins the motion.1 For the reasons set forth below, the motion is granted. 1 “Defendants” is used collectively to refer to the corporate and individual defendants together throughout this opinion. 2 LEGAL STANDARDS — RULE 12(b)(6) AND FRAUD ALLEGATIONS In deciding a motion to dismiss under Rule 12(b)(6), this Court, “accepting all factual allegations in the complaint as true and drawing all reasonable inferences in the plaintiffs’ favor,”2 must dismiss the action if “it is clear that no relief could be granted under any set of facts that could be proved consistent with the allegations.”3 The Court’s role is “to assess the legal feasibility of the complaint, not to assay the weight of the evidence which might be offered in support thereof.”4 “General, conclusory allegations need not be credited, however, when they are belied by more specific allegations of the complaint.”5 In the fraud context, plaintiffs do not enjoy a “license to base claims . on speculation and conclusory allegations.”6 Federal Rule of Civil Procedure 9(b) requires that “[i]n all averments of fraud or mistake, the circumstances constituting fraud or mistake shall be stated with particularity.” The Second Circuit has held that, at a minimum, the complaint must identify 2 Ganino v. Citizens Utilities Co., 228 F.3d 154, 161 (2d Cir. 2000); see Friedl v. City of New York, 210 F.3d 79, 83 (2d Cir. 2000); Koppel v. 4987 Corp., 167 F.3d 125, 130 (2d Cir. 1999). Only “well-pleaded” allegations are accepted as true, see Albright v. Oliver, 510 U.S. 266, 268 (1994). 3 In re Scholastic Corp. Secs. Litig., 252 F.3d 63, 69 (2d Cir. 2001) (quoting Hishon v. King & Spalding, 467 U.S. 69, 73 (1984)); I. Meyer Pincus & Assoc., P.C. v. Oppenheimer & Co., Inc., 936 F.2d 759, 762 (2d Cir. 1991) (same). 4 Geisler v. Petrocelli, 616 F.2d 636, 639 (2d Cir. 1980); see Ricciuti v. New York City Transit Auth., 941 F.2d 119, 124 (2d Cir. 1991). 5 Hirsch v. Arthur Andersen & Co., 72 F.3d 1085, 1092 (2d Cir. 1995) (citing Jenkins v. S & A Chaissan & Sons, Inc., 449 F. Supp. 216, 227 (S.D.N.Y. 1978)); see 5A Charles A. Wright & Arthur R. Miller, Federal Practice & Procedure § 1363, at 464–65 (2d ed. 1990); see also In re American Express Co. Shareholder Litig., 39 F.3d 395, 400–401 & n.3 (2d Cir. 1994) (“[C]onclusory allegations of the legal status of the defendants’ acts need not be accepted as true for the purposes of ruling on a motion to dismiss.”) (collecting cases). 6 San Leandro Emergency Medical Group Profit Sharing Plan v. Philip Morris Cos., Inc., 75 F.3d 801, 813 (2d Cir. 1996) (quoting Wexner v. First Manhattan Co., 902 F.2d 169, 172 (2d Cir. 1990)); see also Segal v. Gordon, 467 F.2d 602, 607 (2d Cir. 1972) (“Mere conclusory allegations to the effect that defendant’s conduct was fraudulent or in violation of Rule 10b-5 are insufficient.”) (quoting Shemtob v. Shearson, Hammill & Co., 448 F.2d 442, 444 (2d Cir. 1971)). 3 the statements plaintiff asserts were fraudulent and why, in plaintiff’s view, they were fraudulent—specifying who made them and where and when they were made.7 This particularity requirement is reinforced by the Reform Act, in which Congress required that all private securities class action complaints alleging material misrepresentations or omissions “shall specify each statement alleged to have been misleading [and] the reason or reasons why the statement is misleading.”8 In deciding a Rule 12(b)(6) motion, the Court may consider the following materials: (1) facts alleged in the complaint and documents attached to it or incorporated in it by reference,9 (2) documents “integral” to the complaint and relied upon in it, even if not attached or incorporated by reference,10 (3) documents or information contained in defendant’s motion 7 Mills v. Polar Molecular Corp., 12 F.3d 1170, 1175 (2d Cir. 1993). 8 15 U.S.C. § 78u-4(b)(1). 9 Rothman v. Gregor, 220 F.3d 81, 88 (2d Cir. 2000) (“For purposes of a motion to dismiss, we have deemed a complaint to include any written instrument attached to it as an exhibit or any statements or documents incorporated in it by reference . .”) (citing Cosmas v. Hassett, 886 F.2d 8, 13 (2d Cir. 1989)); Stuto v. Fleishman, 164 F.3d 820, 826 n.1 (2d Cir. 1999) (citing Newman & Schwartz v. Asplundh Tree Expert Co., 102 F.3d 660, 662 (2d Cir. 1996)) (same). While the Second Circuit has stated that “limited quotation does not constitute incorporation by reference,” Cosmas v. Hassett, 886 F.2d 8, 13 (2d Cir. 1989) (quoting Goldman v. Belden, 754 F.2d 1059, 1066 (2d Cir. 1985)), the “line between incorporating by reference and not doing so . is fine,” Key v. Chase Manhattan Bank, N.A., 1990 WL 113185, at *4 (S.D.N.Y. July 30, 1990) (citing Ruff v. Genesis Holding Corp., 728 F. Supp. 225, 227 n.2 (S.D.N.Y. 1990) (“Because the PPM was referred to extensively throughout the Complaint, rather than merely quoted from sporadically, we regard it as having been incorporated by reference into the Complaint.”) (distinguishing Cosmas)). See also Oppenheimer, 936 F.2d at 762 (“[W]e examine the prospectus together with the allegations contained on the face of the complaint. We do so . despite the fact that the complaint contains only ‘limited quotation’ from that document.”). 10 See International Audiotext Network, Inc. v. American Tel. and Tel. Co., 62 F.3d 69, 72 (2d Cir. 1995) (“Although the amended complaint in this case does not incorporate the Agreement, it relies heavily upon its terms and effect; therefore, the Agreement is ‘integral’ to the complaint, and we consider its terms in deciding whether [plaintiff] can prove any set of facts that would entitle it to relief.”); Cortec Indus., Inc. v. Sum Holding L.P., 949 F.2d 42, 48 (2d Cir. 1991) (“[T]he district court . could have viewed [the documents] on the motion to dismiss 4 papers if plaintiff has knowledge or possession of the material and relied on it in framing the complaint,11 (4) public disclosure documents required by law to be, and that have been, filed with the Securities and Exchange Commission,12 and (5) facts of which judicial notice may properly be taken under Rule 201 of the Federal Rules of Evidence.13 PROLOGUE The two cases before the Court are part of a large group assigned to this Court by the Multidistrict Panel for consolidated administration. These cases, and the New York Attorney General’s report which precipitated them, brought to specific public attention certain aspects of because there was undisputed notice to plaintiffs of their contents and they were integral to plaintiffs’ claim); Oppenheimer, 936 F.2d at 762 (“The prospectus is integral to the complaint.
Recommended publications
  • Silicon Alley Media, Inc

    Silicon Alley Media, Inc

    Beta How To Write A GREAT Business Plan Henry Blodget Co-founder, CEO & Editor-in-Chief, Business Insider Beta What We Know About Business Plans • We’ve seen a lot of business plans – 10 years on Wall Street working with growth companies – We run a business plan competition with hundreds of entrants – Startups pitch us ideas every day • We’ve been through it ourselves – Business Insider has raised several rounds of investment Beta What Makes A Business Plan GREAT? • The GREAT ones are concise and and crystal clear. They explain: – WHAT your value-proposition is – WHY you will win – HOW you will execute your plan 3 Beta Overview of Today’s Presentation • Why do you need a business plan? • What goes into a great business plan? (Step by step) • Quick guide to the elevator pitch Beta How Important Are Business Plans? 5 Beta Why Bother With A Business Plan At All? • Forces you to analyze key questions: – Market size – Existing competition – Your value-proposition – Realistic assessment of obstacles and challenges • Helps you refine idea • Helps you raise money Beta Type Of Plan Depends On Type Of Business • Capital intensive businesses: – Require abundant planning and risk management – Ex.: mining, manufacturing, food services, data centers • => Create detailed business plan Beta Type Of Plan Depends On Type Of Business • Less capital intensive – Need to be nimble and adapt strategy – Excessive planning an impediment to agility – Ex.: internet start-ups, service businesses • => Create less-detailed business plan Beta Key Elements Of Your Business
  • Fiduciary Duties and the Analyst Scandals

    Fiduciary Duties and the Analyst Scandals

    University of Pennsylvania Carey Law School Penn Law: Legal Scholarship Repository Faculty Scholarship at Penn Law 2007 Fiduciary Duties and the Analyst Scandals Jill E. Fisch University of Pennsylvania Carey Law School Follow this and additional works at: https://scholarship.law.upenn.edu/faculty_scholarship Part of the Antitrust and Trade Regulation Commons, Business Law, Public Responsibility, and Ethics Commons, Business Organizations Law Commons, Economic Policy Commons, Economics Commons, Law and Economics Commons, Legal Biography Commons, Legal Studies Commons, and the Work, Economy and Organizations Commons Repository Citation Fisch, Jill E., "Fiduciary Duties and the Analyst Scandals" (2007). Faculty Scholarship at Penn Law. 1058. https://scholarship.law.upenn.edu/faculty_scholarship/1058 This Article is brought to you for free and open access by Penn Law: Legal Scholarship Repository. It has been accepted for inclusion in Faculty Scholarship at Penn Law by an authorized administrator of Penn Law: Legal Scholarship Repository. For more information, please contact [email protected]. File: Fisch Macro Updated Created on: 5/22/2007 2:10 PM Last Printed: 5/22/2007 2:15 PM FIDUCIARY DUTIES AND THE ANALYST SCANDALS Jill E. Fisch* I. INTRODUCTION I am delighted to be here and to deliver a lecture as part of the series honoring Daniel Meador. I am also honored to be part of the group of dis- tinguished scholars who have delivered lectures in this series. I was invited to speak about fiduciaries and, in particular, whether research analysts should be regulated as fiduciaries. Regulators, legislators, and the self regu- latory organizations—the New York Stock Exchange and the NASD—have been paying a lot of attention to analyst regulation.
  • How Much Are Your Eyeballs Worth? Placing a Value on a Website's Customers May Be the Best Way to Judge a Net Stock

    How Much Are Your Eyeballs Worth? Placing a Value on a Website's Customers May Be the Best Way to Judge a Net Stock

    How Much Are Your Eyeballs Worth? Placing a value on a Website's customers may be the best way to judge a Net stock. It's not perfect, but on the Net, what is? By Erick Schonfeld February 21, 2000 (FORTUNE Magazine) – Internet CEOs crave many things: world domination, instant service in bistros, fawning media attention. But what they crave above all else is eyeballs. That's less ghoulish than it sounds. In Webspeak, you see, eyeballs mean customers. Since the typical dot- com lacks the one metric that Wall Street has traditionally used to evaluate companies (you remember--earnings) analysts and investors have contrived other ways to size up Net stocks. One now stands out: market capitalization per pair of eyeballs. It's a useful first step in explaining why a company garners a certain kind of valuation. For instance, a pair of eyeballs at Web portal Lycos, with a $7.4 billion market cap, has a value of just $244; at Schwab, which has a $30 billion market cap, a pair is worth $4,562 (ironically, this also happens to be around the price a pair of real human corneas reportedly commands on the black market). If the Internet market were rational, the market cap per eyeball would represent the total profit that you could reasonably expect a company to get from its average customer, adjusted for risk and the length of time before those profits are realized. Internet analysts are the first to admit that today's is not a rational market. So correlating the lifetime value of eyeballs to a fast-growing dot-com's stock price is not perfect science.
  • Jury Trial Demanded .41M' Defendants

    Jury Trial Demanded .41M' Defendants

    105). ttne 194' s4 UNITED STATES DI p, co vi 4/1 SOUTHERN DISTRIC i W YORK - _ —1 SANDRA and RONALD BLAIR, on behalf of Civil Action No. themselves and all others similarly siWfttbci, Plaintiffs, FEDERAL SECURITIES -against- CLASS ACTION COMPLAINT MERRILL LYNCH & CO., INC. and HENRY M. BLODGET, 1=1 Jury Trial Demanded .41M' Defendants. - • • , Plaintiffs, individually and on behalf of all other persons similarly situated, by4iteir'l undersigned attorneys, for their complaint, allege upon person& knowledge as to themselves and their own acts and upon infortnation and belief as to all other matters, based upon the investigation made by and through their attorneys, which investigation included, among other things, a review of analyst reports published and disseminated to the investing public by defendant MertillLynch & Co., Inc. ("Merrill Lynch"), internal communications of Merrill Lynch employees and recent court filings by the New York State Attorney General obtaining an order requiring immediate reforms by Merrill Lynch: NATURE OF ACTION 1. This is a securities class action on behalf of public investors who purchased the common stock of At Home Corporation, doing business as Exeite@Home ("Excite" or the "Company"), during the period from August 18, 1999 through June 20, 2001, both dates inclusive (the "Class Period"). Named as defendants are Merrill Lynch and its former star interne research analyst Henry M. Blodget ("Blodget"). These defendants are charged with violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5. 2. During the Class Period, defendants issued to the investing public false and misleading analyst reports and ratings about the business operations and prospects of the Company.
  • The Inevitability of a Strong SEC, 91 Cornell L

    The Inevitability of a Strong SEC, 91 Cornell L

    Cornell Law Review Volume 91 Article 1 Issue 4 May 2006 The nevI itability of a Strong SEC Robert A. Prentice Follow this and additional works at: http://scholarship.law.cornell.edu/clr Part of the Law Commons Recommended Citation Robert A. Prentice, The Inevitability of a Strong SEC, 91 Cornell L. Rev. 775 (2006) Available at: http://scholarship.law.cornell.edu/clr/vol91/iss4/1 This Article is brought to you for free and open access by the Journals at Scholarship@Cornell Law: A Digital Repository. It has been accepted for inclusion in Cornell Law Review by an authorized administrator of Scholarship@Cornell Law: A Digital Repository. For more information, please contact [email protected]. THE INEVITABILITY OF A STRONG SEC Robert A. Prenticet There are many visions for the future of securities regulation. One prominent view fratures significant private contractingfor disclosure and fraud protection. Another envisions regulatory competition, enabling compa- nies to choosefrom among a menu of regulatory regimes provided by different states, nations, or securities exchanges competing for incorporations or list- ings. This article demonstrates that these two regulatory regimes rely too heavily upon the reputationalconstraint, which is insufficient for the signifi- cant task of securities regulation. Tenets of behavioral psychology suggest that self-serving bias and other factors will too often cause managers to choose regulatory regimes that serve their own best interests rather than those of shareholders. Around the globe, most developed economies have rejected private con- tracting and regulatory competition in favor of emulating the United States' current strong-SEC model. An impressive body of transnationalempirical evidence supports the viewpoint that the strong-SEC regulatory model is sig- nificantly more effective than alternatives at promoting capital markets.
  • Enron Slime Mold Hit with RICO Suit

    Enron Slime Mold Hit with RICO Suit

    Click here for Full Issue of EIR Volume 29, Number 15, April 19, 2002 officials; the law firms of Vinson and Elkins, and Kirkland and Ellis, based in Andersen’s hometown of Chicago; and Enron Slime Mold nine commercial and investment banks: J.P. Morgan Chase, Citigroup, Bank of America, Merrill Lynch, Cre´dit Suisse First Boston, Lehman Brothers, Barclays, Canadian Imperial Hit With RICO Suit Bank of Commerce, and Deutsche Bank. by John Hoefle “Enron was a hall of mirrors inside a house of cards— reporting hundreds of millions of dollars of phony profits each year, while concealing billions of dollars of debt that should Enron, its accountant, two law firms, and a number of big have been on its balance sheet....Enron has turned into an international banks have been named in two class-action law- enormous Ponzi scheme—the largest in history,” the Lerach suits, as current and former Enron employees and holders suit charged. of Enron securities seek compensation for losses suffered in connection with Enron’s collapse. In part, this is a common The Right Track legal maneuver of going after the “deep pockets”of associated These lawsuits have exposed a thread which, if pulled companies, since Enron itself is bankrupt. However, the suits with courage and determination, will reveal much about the also touch upon a fundamental truth in the Enron affair, which inner workings of a much larger Ponzi scheme, that of the is that Enron did not act alone, but was one part of an organized global speculative bubble. EIR’s investigation into these mat- criminal network designed to loot the public.
  • Security Analysts As Frame-Makers

    Security Analysts As Frame-Makers

    DRAFT SECURITY ANALYSTS AS FRAME-MAKERS Daniel Beunza Department of Economics and Business, Universitat Pompeu Fabra [email protected] and Raghu Garud Stern School of Business, New York University [email protected] January 5th, 2004 1 SECURITY ANALYSTS AS FRAME-MAKERS Daniel Beunza and Raghu Garud Abstract Security analysts offer a privileged entry point to study the construction of worth in markets characterized by Knightian uncertainty. Analysts have been portrayed as information-processors by neoclassic economists and as conformists by neo- institutional sociologists. Neither perspective can explain the value that institutional investors report they derive from analysts’ activities – access to industry knowledge and written reports – nor do they adequately address the difficulties associated with analyses in a situation of Knightian uncertainty, when new firm categories emerge. Departing from these perspectives, we conceive analysts as makers of calculative frames. Analysts calculate, but they do so within a framework. Similarly, analysts may appear to conform, but they also deviate from the pack to generate original perspectives on the value of a security, and, occasionally, displace prevailing frames. To explore the dynamics of creation, adoption and abandonment of calculative frames, we content-analyze the reports written by Henry Blodget on Amazon.com during the years of the Internet bubble, 1998-2001. We found that Blodget’s reports offered a new calculative frame that allowed investors to analyze firms such as Amazon.com in a context of Knightian uncertainty when no stable information or shared predictions about Amazon.com’s future existed. We explore the implications of our approach for an understanding of markets in general and analysis in particular during periods of Knightian uncertainty.
  • Medical School Bleeds Yeshiva U

    Medical School Bleeds Yeshiva U

    20141215-NEWS--0001-NAT-CCI-CN_-- 12/12/2014 7:02 PM Page 1 STAFFERS AT MOSCOW57 have a good reason to sing CRAIN’S® NEW YORK BUSINESS PAGE 21 VOL. XXX, NO. 50 WWW.CRAINSNEWYORK.COM DECEMBER 15-21, 2014 PRICE: $3.00 Medical school bleeds Yeshiva U University pressured to sell real estate and end Einstein College’s $100M annual losses BY BARBARA BENSON A deal meant to stabilize the finances of money-losing Albert Einstein Col- lege of Medicine of Yeshiva University may be derailed,putting more financial pressure on the university to address losses dating back to a reported $100 million hit from former trustee Bernard Madoff ’s fraud scheme. Hobbled with a junk-bond-status credit rating, JUNK-BOND-B3 Yeshiva University STATUS CREDIT officials have spent RATING for recent years selling Yeshiva University off real estate, debt completing a $175 million private placement to in- ESTIMATED$150M Mayor de Blasio: vestors, and strik- ANNUAL DEFICIT ing the now-falter- for Yeshiva ing deal to create a University as of September joint venture be- 2014 tween Einstein and Montefiore Medical Center in 2/3 Year One the Bronx. SHARE OF newscom But last week, LOSSES from Albert Einstein Moody’s Investors College of The sky didn’t fall, but biz execs THE INSIDER Service issued a Medicine credit-rating re- remain wary of City Hall agenda port that suggested More than horses Yeshiva’s restructuring efforts may not produce results quickly enough.Citing BY ANDREW J. HAWKINS at stake for activist a potential cash crunch, the report raised “the possibility that Yeshiva This time last year, many business owners feared that the impending could exhaust unrestricted liquidity mayoralty of Bill de Blasio, an unabashed populist eyeing the bulging BY CHRIS BRAGG before successfully addressing its deep pockets of the 1%, would doom New York City.
  • Securities Analysts: Why These Gatekeepers Abandoned Their Post

    Securities Analysts: Why These Gatekeepers Abandoned Their Post

    Securities Analysts: Why These Gatekeepers Abandoned Their Post DAVID J. LABHART* TABLE OF CONTENTS INTRODUCTION ..................................................................................................... 1037 I. WHAT CAUSED SELL-SIDE ANALYSTS TO MISS ENRON? ................. .. ... .. .. .. .. 1040 A. The Absence of Deterrencefrom Third Party Liability ........................... 1041 B. Confl icts of Interest ................................................................................. 1043 1. Investment Banking Conflicts .......................................................... 1044 2. Informational Conflicts ..................................................................... 1046 3. Lack of Incentive .............................................................................. 104 7 II. CURRENT REGULATIONS AND THEIR IMPACT ON ANALYST INCENTIVES ......... 1051 A . Regulation FD ......................................................................................... 1052 B. Regulation A C ......................................................................................... 1054 C. Self-Regulatory Organizationsand the Sarbanes-Oxley Act ................... 1055 D . The Global Settlem ent ............................................................................. 1057 III. SUGGESTED REGULATIONS ............................................................................. 1058 C ONCLUSION ........................................................................................................1061 INTRODUCTION In
  • Capitol Spending Press Release

    Capitol Spending Press Release

    News Release Texans for Public Justice ** 609 W. 18th Street, Suite E, ** Austin, TX 78701 For Immediate Release: Contact: Craig McDonald, Andrew Wheat August 8, 2003 PH: (512) 472-9770 Are Bush's Big Bankers Fixing To BBQ Eliot Spitzer? Carpetbagger 'Rangers' Could Be Gunning for Empire State Lawman. Austin, TX: As the East Coast bankers and financiers who dominate President Bush’s 2004 elite fundraising team jet toward Crawford, some probably would rather chuck New York Attorney General Eliot Spitzer on the coals than the cattle that these Pioneers and Rangers will be served first. “Why would Big-Apple bankers travel 1,700 miles to nosh barbecue under a hot Texas sun?” asked Texans for Public Justice Director Craig McDonald. “Are they recruiting help for their showdown with New York’s top cop? Are the New York bankers who dominate Bush’s Pioneer and Ranger team paying tribute in hopes the Administration will help take Spitzer off the beat?” Hounded by Spitzer, top investment bankers--including new Bush Ranger Stanley O’Neal of Merrill Lynch and new Pioneer James Cayne of Bear Stearns--hosted Bush’s most lucrative fundraiser in New York in June. Then 18 financiers made their industry Bush’s No. 1 financial supporter last month when Bush disclosed the first 68 elite fundraisers of his reelection campaign. A Texans for Public Justice analysis reveals that the finance industry accounts for one-third of Bush’s 32 all-new Pioneers and Rangers who were not part of this elite team in 2000. Bush's All-New 'Pioneer' Financiers Pioneer or Ranger State Company Title Company Notes Catherine T.
  • Michigan IT Lawyer a Publication of the State Bar of Michigan Information Technology Law Section

    Michigan IT Lawyer a Publication of the State Bar of Michigan Information Technology Law Section

    State Bar of Michigan Michigan IT Lawyer A Publication of the State Bar of Michigan Information Technology Law Section http://www.michbar.org/computer Table of Contents Bits and Bytes from the Chair March 2010 . Vol. 27, Issue 2 By Jeremy D. Bisdorf, Jaffe Raitt Heuer & Weiss PC . Bits and Bytes from the Chair ................1 . Recent Developments in Information I am excited about our next Section event! Please keep your calendars Technology Law .....................................2 clear to participate in our Spring Networking Event on Thursday, April 15, . Meet a Section Member ......................... 6 2010 at the Post Bar in Novi from 5:00 – 8:00 PM. Our Section will be a co-sponsor of one of Michigan’s premier I.T. networking events, attended by . Google and Antitrust ............................... 7 hundreds of I.T. professionals, recruiters, job-seekers and lawyers. There will be no cost to our members to attend the event. For more information, check . Publicly Available Websites for IT www.detroitnet.org and our Section website at www.michbar.org/computer. Lawyers ................................................. 17 We are about half-way through our Section’s year (we begin the year with . Save the Date ........................................ 18 our Annual Meeting in September). The first half of the year has included some solid planning sessions and involvement in interesting activities. Our section . 2010 Edward F. Langs Writing Award ... 18 has had the opportunity to provide input on recent proposed legislation per- taining to amending Michigan’s Uniform Electronic Transaction Act. We have also held a seminar at Cooley Law School’s Ann Arbor campus on Intellectual Property Escrow Agreements.
  • A Look at the Causes, Impact and Future of the Sarbanes-Oxley Act Scott Green

    A Look at the Causes, Impact and Future of the Sarbanes-Oxley Act Scott Green

    Journal of International Business and Law Volume 3 | Issue 1 Article 2 2004 A Look at the Causes, Impact and Future of the Sarbanes-Oxley Act Scott Green Follow this and additional works at: http://scholarlycommons.law.hofstra.edu/jibl Recommended Citation Green, Scott (2004) A" Look at the Causes, Impact and Future of the Sarbanes-Oxley Act," Journal of International Business and Law: Vol. 3: Iss. 1, Article 2. Available at: http://scholarlycommons.law.hofstra.edu/jibl/vol3/iss1/2 This Article is brought to you for free and open access by Scholarly Commons at Hofstra Law. It has been accepted for inclusion in Journal of International Business and Law by an authorized administrator of Scholarly Commons at Hofstra Law. For more information, please contact [email protected]. Green: A Look at the Causes, Impact and Future of the Sarbanes-Oxley Act THE JOURNAL OF INTERNATIONAL BusINEss & LAW A LOOK AT THE CAUSES, IMPACT AND FUTURE OF THE SARBANES-OXLEY ACT By: Scott Green* I. INTRODUCTION The agents and gatekeepers of our public companies serve an important role in the capitalist system. At the most basic level, they are the appointed guardians of a stockholder's invested capital. The agents are our boards of directors and executive management of our public companies and the gatekeepers are the regulators, accountants, lawyers, and even the financial analysts whose opinions we rely on when investing capital. The near simultaneous implosion of Enron, WorldCom, Global Crossing and Adelphia Communications together with the management hijinks at Tyco, HealthSouth and Imclone, among others, led to a public crisis of confidence in our nation's financial markets in 2001 and 2002.