Today, Judge Sullivan granted Greenlight’s motion to preliminarily enjoin the Apple shareholder vote on “Proposal Number No. 2.”  That proposal sought to amend Apple’s Articles of Incorporation to make four changes, including to eliminate Apple’s “blank check” authority to issue preferred stock.  Prior posts on the cases are here.
Continue Reading Judge Sullivan Grants Einhorn’s PI, Blocking Apple Shareholder Vote

Today, Apple responded to Greenlight Capital’s motion for preliminary injunction blocking a shareholder vote on a plan which Greenlight claimed would eliminate Apple’s ability to issue preferred stock.   Greenlight had argued that the plan was “bundled” with other proposed amendments to Apple’s articles of incorporation (as “Proposal No. 2”)  for a single up or down vote, and that “bundling” violates SEC “unbundling” rules. (For the details of Greenlight’s motion, see our previous post.)

Continue Reading UPDATE: Apple Opposes Greenlight PI Motion

It has been a busy week for Judge Sullivan. On Friday, Judge Sullivan dismissed with prejudice a securities fraud class action brught against UBS and certain of its executives alleging that UBS misled investors about its exposure to mortgage-backed securities and auction rate securities, and about its compliance with U.S. tax and securities laws.
Continue Reading Judge Sullivan Dismisses UBS Securities Class Action

In a decision filed on Sunday, Judge Sullivan granted in part and denied in part the parties’ cross-motions for summary judgment in Dinler et al. v. City of New York – the consolidated actions brought by protesters arrested during the 2004 Republican National Convention in New York City. The parties’ fifty motions addressed four issues:

(1) whether the police had probable cause to arrest protesters and bystanders at a demonstration on Fulton Street on August 31, 2004; (2) whether the police had probable cause to arrest protesters and bystanders at a demonstration on East 16th Street on August 31, 2004; (3) whether the City’s suspension of its summons policy for minor offenses, when those offenses related to the RNC, was constitutionally permissible; and (4) whether the City’s blanket fingerprinting policy with respect to RNC-related arrests was lawful and constitutionally permissible.

Judge Sullivan dismissed plaintiffs’ claims challenging the constitutionality of the No-Summons and Fingerprinting policies, but granted in part plaintiffs’ motions for summary judgment, finding that probable cause did not exist to justify the Fulton Street arrests. He also found that questions of fact existed with respect to the East 16th Street arrests that require trial.


Continue Reading Judge Sullivan: Some Arrests at 2004 RNC Lacked Probable Cause

Former Senator Arlen Specter, who is now a lawyer in private practice, recently argued a hearing before Judge Sullivan in an attempt to prevent NASDAQ from delisting his client. A state court had issued a TRO against the delisting, and, in a transcript made public today, Judge Sullivan was skeptical that Congress intended the state courts to have that power. Sen. Specter took the opportunity to observe that Congress sometimes made mistakes, as with judicial pay:

THE COURT: Look, I don’t think we really want everybody doing end runs around the SEC and running in to state court for stays and for TROs when the scheme that Congress enacted allows for a stay and allows for federal review of the administrative decision at the Court of Appeals level. You could cut straight to the Court of Appeals. It strikes me as what Congress decided to do. They could have decided to do something different, but they didn’t.
Continue Reading Former Sen. Arlen Specter Argues Case Before Judge Sullivan, Mentions That Congress Should Have Raised Judicial Pay