In House - The FindLaw Corporate Counsel Blog

Recently in Securities & Antitrust Category

A recent criminal complaint filed by the SEC in the Southern District of California federal court charges the cryptocurrency Blockvest with fraud relating to its ICO.

The most notable charges relate to the company and founder claiming that the crypto was both licensed and regulated, and their fraudulent use of the SEC seal denoting that it had been approved by the SEC. The agency has already secured a preliminary injunction freezing the company's assets, as well as halting the planned ICO and stopping the pre-ICO purchases from moving forward.

Big tuna is a big deal.

It's an $11 billion global market. And in the U.S., 80 percent of the tuna market share is dominated by three companies: StarKist, Bumble Bee, and Chicken of the Sea.

Although the companies maintain that there is nothing fishy to see there, StarKist just pleaded guilty to price-fixing with their competitors, who have also had to come clean over the same. Unfortunately for StarKist, the company may be in for the worst wrist slapping out of the three, and maybe a real apology for Charlie this time.

While you may have not even known this industry even existed, the FTC is concerned that a pigment maker's merger with another pigment maker worth an estimated $1.67 billion violates antitrust law. The pigment in question is used to color paints and plastics and other products white, and provide opacity.

And unfortunately for Tronox and National Titanium Dioxide Company (a.k.a. Cristal), the two pigment makers, a recent ruling from the D.C. District Court doesn't bode well. The FTC sought injunctive relief to prevent the merger from going forward because it had already been approved in the EU, China, Saudi Arabia, and elsewhere, and the company was proceeding to consummate. The district court agreed with the FTC and approved the injunction pending the full resolution of the FTC's own pending approval process for the merger.

Theranos Is Finally Shutting Down

The latest news in the Theranos saga is not good news for the remaining shareholders, nor the outstanding creditors.

In short, the company is finally winding down, with nearly all remaining employees being laid off at the end of last month. And with more debt than assets and cash, it looks like shareholders won't be getting anything back. The company is reportedly down to $5 million in cash, which isn't nearly enough to cover its debts.

The #MeToo charge CBS CEO Leslie Moonves is facing appears to have spawned a shareholder lawsuit against him and CBS for withholding information from an SEC filing relating to the recent allegations.

One shareholder has filed the class action, specifically citing a 2014 proxy statement that CBS filed with the SEC. That statement explained that the company directors were required to certify compliance with a harassment and bias free workplace, among other commitments. And given the allegations against Moonves, the case seeks to represent the class of shareholders who purchased stock after the 2014 statement.

3 Reasons Cryptocurrencies Fail

The Northern Trust Company, a 129-year-old financial institution managing over $10 trillion in assets, has dipped its big toe in cryptocurrency.

With rabid speculation going on in the market, Northern Trust had to do something about it. But the trust is not taking cryptocurrency directly just yet; it will work through some hedge funds for now.

That's because digital coins are not real money, and most of the cryptocurrencies have crashed and burned already. Here are the main reasons they fail:

The state of Alaska has put its billion-dollar oil bond offering on hold after a lawsuit was filed challenging the recently passed law authorizing the bond sale. The oil companies that were likely to be paid back as a result may just have to wait a little while longer.

Curiously, the lawsuit was actually filed before the law was signed by the state's governor, and it has nevertheless resulted in stalling the bond sale. It was noted that while the lawsuit's challenge is only preliminary and the allegations haven't been tested, the effect is unavoidable in the bond market. Simply put, the lawsuit impacts the bond's "marketability" or makes the bonds just a little bit less attractive to the investors since the legal challenge adds risk.

In what some might call a turning of the table, billionaire activist investor Carl Icahn has filed a lawsuit to stop the Karfunkel family, which has a controlling interest in AmTrust, from taking the insurer private.

Icahn's lawsuit alleges that the Karfunkel family is seeking to transfer "huge amounts of value" through a share purchase at a time when the insurer is poised to recover from its recent setbacks. On Icahn's own website, he explains that the deal price the Karfunkel family proposed is less than half of what the share price was about a year ago. The way Icahn sees it, particularly with him owning nearly 10 percent, this just isn't fair (to him and other "minority" shareholders).

The Theranos debacle abruptly shot the company in the foot and into the spotlight all at the same time. As the story has developed over the past couple years, quite a few details have emerged about the SEC's charge of massive fraud against the company, it's CEO Elizabeth Holmes, and president Sunny Balwani.

Recently, SEC announced that it has reached a settlement as to Theranos and Holmes, but is still pursuing Balwani. The settlement requires Holmes to divest her super-majority hold, give back almost 20 million shares, pay $500,000, and give up control of the company she founded. Additionally, as part of the settlement, Holmes cannot be the CEO or director of a publicly held corporation for a decade. In earlier compromises, Holmes and Theranos agreed not to run clinical labs for a period of years and also agreed to pay millions in fines.

Everyone's least favorite former pharmaceutical executive, Martin Shkreli was just sentenced to seven years in prison stemming from his conviction for misleading investors in two hedge funds. Apparently, the "junior varsity" prosecution, as the disgraced executive called it, was good enough.

Interestingly, Shkreli will receive six months credit for time served as his bond was revoked after his conviction because he put a bounty on a lock of Hilary Clinton's hair using social media. The bounty drew quite a bit of attention, and the Secret Service, which provides Clinton's security, and the prosecutors and court, did not think the alleged joke was funny at all. In addition to the seven years, Shkreli faced severe financial penalties, and one property deprivation that would make even the most stoic 14 year old breakdown in tears.