Regulation

2023 Delaware Corporate Law and Litigation Year in Review

In 2023, the Delaware courts issued many decisions addressing an array of important topics, including director and officer oversight obligations, the role of boards in navigating environmental, social, and governance (ESG) issues, dual-class stock structures and controlling stockholder conflicts of interests, structuring and process considerations for mergers and acquisitions, the enforceability of advance notice bylaws in the face of stockholder…

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Winklevoss’s Gemini to Return $1.1 Billion to Customers in NY Settlement – Bloomberg

Gemini Trust Co., the crypto exchange founded by twin entrepreneurs Cameron and Tyler Winklevoss, will return at least $1.1 billion to customers though the Genesis Global Capital bankruptcy as part of settlement with the New York Department of Financial Services. The New York-based firm will also pay a $37 million fine for various compliance failures to the New York Department…

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Elizabeth Warren Says Crypto Needs to Follow the Same Rules as Rest of Financial System

U.S. Sen. Elizabeth Warren (D–Mass.) has called out the crypto industry yet again, saying they are reluctant to follow the rules. “I wanna collaborate with the industry, what I don’t understand is why the industry seems to be saying that they only way that they can survive is if there’s plenty of space for the drug traffickers and the human…

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Overworked SPAC Auditor’s Lapses Lead to $2 Million Fine

WithumSmith+Brown PC agreed to pay $2 million to settle charges that it shirked US audit rules as it churned out audits of blank-check companies that briefly were Wall Street’s favorite way to take companies public. The Public Company Accounting Oversight Board said in an order Wednesday that the New Jersey firm’s internal safety checks meant to deliver high-quality audits buckled…

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Major Questions Doctrine Hands Power to Judges After Chevron

The major questions doctrine, which has been gaining momentum as the Chevron doctrine withers, could empower judges to invalidate almost any significant agency action that’s inconsistent with the governing philosophy of the president who appointed the judge. The doctrine, in effect, directs courts to reject agencies’ interpretation of statutes on major questions—those of national political or economic significance—unless there’s a…

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Game Over: Robinhood Pays $7.5 Million to Resolve “Gamification” Securities Violations | Vinson & Elkins LLP

The charges and settlement with Robinhood represent the latest development in a growing trend of concern amongst securities regulators regarding how modern broker-dealers and investment advisors interact with their customers in the digital age. Although the United States Securities and Exchange Commission (the “SEC”) has not enacted a fiduciary duty standard as extensive as that in Massachusetts, the SEC recently…

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Elon Musk Isn’t the Only Billionaire Fighting Delaware – WSJ

Three powerful shareholders are trying to loosen Delaware’s long-held grip over public companies. Tripadvisor, under media executive Greg Maffei, wants to reincorporate in Nevada, over the objection of minority shareholders. Billionaire Barry Diller is awaiting a ruling that could relax Delaware’s scrutiny of transactions like the 2020 split of some of his online businesses. And Elon Musk, who reincorporated Twitter…

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Crypto fraud suit tied to Winklevoss twins now $3B: NY AG

New York Attorney General Letitia James on Friday expanded her lawsuit against Digital Currency Group and other cryptocurrency defendants, tripling the size of their alleged fraud scheme to more than $3 billion. James in October sued Digital Currency, its Genesis Global Capital unit, and Gemini Capital, the exchange run by twin brothers Cameron and Tyler Winklevoss. She claimed they caused…

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Bankrupt Genesis Global settles NY Attorney General’s lawsuit | Reuters

Crypto lender Genesis Global has settled a lawsuit that the New York Attorney General brought against it last year, eliminating a major legal burden as it wades through its bankruptcy proceedings. Attorney General Letitia James had sued the company, its parent Digital Currency Group (DCG) and cryptocurrency firm Gemini Trust Co in October for allegedly “defrauding” investors of more than…

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Feds Warn Companies Not to Delete Slack, Signal Chats | Law.com

Use Slack or Signal for work? Don’t delete your chat history. The Federal Trade Commission and Department of Justice said Friday that companies under investigation will have to turn over these messages or face potential civil penalties and criminal obstruction charges. “These updates to our legal process will ensure that neither opposing counsel nor their clients can feign ignorance when…

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