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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

In the class action alleging that Bank of America’s proxy statement for the Merrill merger failed to disclose massive expected losses at Merrill, the plaintiffs filed on Friday a 102-page omnibus opposition to the series of summary judgment motions we covered previously. In response to the principal defense argument — that any failure to disclose the extent of Merrill’s expected losses was an injury to the company that must be brought, if at all, derivatively — the plaintiffs argued as follows:
Continue Reading Class Action Plaintiffs Contend Bank of America-Merrill Proxy Claims Reflect Direct Shareholder Injury

This Thursday, Judge Scheindlin denied reconsideration of Moody’s, S&P’s and Morgan Stanley’s motions  to dismiss claims brought by investors to recover losses stemming from the October, 2007 collapses of Rhinebridge and Cheyne, structured investment vehicles. (Our previous post on her denial of the motions to dismiss is here.) Defendants‘ motions for reconsideration were based on new authority regarding negligent misrepresentation claims in securities cases: the Second Circuit’s May 10, 2012 decision in City of Omaha, Nebraska Civilian Employees’ Retirement System v. CBS Corp., and its May 18, 2012 summary order in Stephenson v. PricewaterhouseCoopers, LLP.  Judge Schiendlin, however, was not persuaded that either case cast doubt on her previous decision.
Continue Reading Negligent Misrepresentation Claims to Proceed Against Rating Agencies, Morgan Stanley

As we blogged about before, an Italian bank that provided $180 million in credit protection on a CDO called “Pyxis” sued U.S. hedge fund Magnetar and others for allegedly conspiring to secretly place risky assets into Pyxis so that Magnetar could bet against the CDO and profit from its collapse. This evening, two [UPDATE: three] of the defendants moved to dismiss. The CDO arranger, Credit Agricole, moved to dismiss because (among other reasons) the core allegation was based on speculation from news accounts relating to other deals:
Continue Reading Defendants Move to Dismiss “Magnetar” Suit Relating to CDO Allegedly Designed to Fail