Commerzbank of Germany to Pay $1.5 Billion to Settle U.S. Case

By By Chloe Gouache, LL.M. Candidate 2015 | April 6, 2015 at 06:54 am

Commerzbank has agreed to pay $1.45 billion to settle several U.S. investigations that tracked a trail of illicit money to the German bank. The settlement was reached on March 12.

The first aspect of the case concerned the bank’s dealings with Iranian and Sudanese companies blacklisted in the United States. Authorities determined that the bank transferred at least $263 million through the U.S. financial system on behalf of these companies between 2002 and 2008. In addition, the bank attempted to disguise the source of the funds by deleting data from wire transfers. The Frankfurt branch had been hiding information relating to these practices from its New York branch which, according to investigators, was possible due to “ineffective” internal controls in New York.

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Refresco Gerber Makes a Splash With Amsterdam IPO

By By Grace Meador, J.D. Candidate 2016 | April 1, 2015 at 09:38 am

On March 3, 2015, Refresco Gerber, one of Europe’s largest soft drink and fruit juice bottlers, announced a plan to debut its initial public offering on the Amsterdam-based Euronext exchange.

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Simon Property’s Renewed Takeover Bid for Macerich

By By Dennise Martinez, J.D. Candidate 2016 | March 30, 2015 at 07:14 am

On Friday, March 22, 2015, Simon Property Group made its “best and final bid” for its rival competitor, Macerich Compay, raising its former unsolicited bid to $23.2 billion. This announcement came a few days following Macerich’s rejection of its rival’s prior unsolicited offer. Simon’s successful acquisition of Maerich would ensure its position as the nation’s largest mall owner and ensure it a significant interest in high-end retail properties.

On March 9, 2015, Simon publicly announced its bid for Macerich, an offer valued at $22.4 billion. After a week of consideration by Macerich’s board, the company rejected Simon’s offer and adopted a “poison pill” defense to defend against a takeover.

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Proxy Access Proposals: The Next Big Thing in Corporate Governance

By By Marshal Hoda, J.D. Candidate 2017 | March 26, 2015 at 02:04 pm

This year, the hot topic in corporate governance is the rise of proxy access. Even as we speak, groups of activist investors are forcing companies to change the way they nominate and elect board members and are thereby poised to work a sea change in corporate governance. This article will define proxy access, discuss the regulatory status of proxy access proposals, and evaluate the proxy revolution’s likely affect on American companies.

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AbbVie to Acquire Cancer Drug Maker Pharmacyclics for $21 Billion

By Jessie Gao, LL.M. Candidate 2016 | March 19, 2015 at 08:35 am

Late on March 4, 2015, AbbVie (NYSE: ABBV) announced its acquisition of Pharmacyclics (NASDAQ: PCYC), the maker of a cancer-treatment drug called Imbruvica, for approximately 21 billion dollars.

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Macerich Rejects Unsolicited $16 Billion Bid From Simon Property

By Molly Pon, J.D. Candidate 2017 | March 19, 2015 at 08:25 am

Macerich Co., the third-largest mall owner in the U.S. by market value, rejected an unsolicited mall takeover bid from its rival and the largest U.S. mall owner Simon Property Group, Inc. on Tuesday.

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Congress Reacts to Insider Trading Case with Two Proposed Bills

By Renzo Lima, LL.M. Candidate 2015 | March 19, 2015 at 08:00 am

As previously discussed on this blog, in U.S. v. Newman the U.S. Court of Appeals for the Second Circuit made it more difficult to prosecute future cases of insider trading involving tippers. To establish a tippee’s liability, prosecutors are now required to prove not only the tippee’s knowledge of the tipper’s breach of the duty of confidentiality, but also the tippee’s knowledge of a personal benefit to the tipper. The court also held that the benefit should be of “some consequence,” and that mere friendship or a familial relationship alone are insufficient to establish a benefit to the tipper.

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Are Wall Street’s “Untouchables” Disbanding?

By Tamir Chagal, LLM Candidate 2015 | March 17, 2015 at 09:55 am

Preet Bharara’s crack team of prosecutors at the US Department of Justice have earned many merits and accomplishments. The team is specifically known for going head on against the big names in the financial market. Two of the team’s notable successes are the conviction of Bernard Madoff for his Ponzi scheme and SAC Capital Investors’ securities fraud indictment.

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General Motors to Buy Back $5B of Its Stock

By Alexandre Boulanger, LL.M. Candidate 2015 | March 17, 2015 at 09:37 am

General Motors announced on Monday that it reached an agreement with a group of activist shareholders to start a buyback plan for $5 billion by the end of next year.

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From a Standoff to a Rising Tide: New Cards in Play for DuPont v. Peltz

By Tarig Elwasila, J.D. Candidate 2017 | March 12, 2015 at 09:07 am

American billionaire and investing activist Nelson Peltz is a self-described “operational activist.” In layman’s terms, it is an individual who “targets companies that, by his measures, are performing far below their potential.” His previous campaigns demonstrate his penchant for splitting businesses that he considers “unwieldy and unfocused” into separate, but more profitable, units. Previous campaigns include dividing Cadbury Schweppes into Dr. Pepper Snapple Group for vegetables and Cadbury for sweets, as well as dividing Kraft Foods into Mondelez and Kraft Foods. All of these newly standalone companies are generating bigger profits than they did combined. Since then, he has been keeping his sights on better opportunities for “operational activism.”

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