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Class Assertion of State Law Fraud Claims relating to Certain Securities Is Now Easier in New York, Connecticut and Vermont

The U.S. Court of Appeals for the Second Circuit, in In re Kingate Management Limited Litigation, recently made it significantly easier for plaintiffs in the Second Circuit and New York, Connecticut and Vermont state courts to bring class actions alleging violations of state law in litigation involving certain types of securities. By allowing these claims…

Client Alerts | May 5, 2015

Kleinberg Kaplan Sells Logic, the Premier U.S. E-Cigarette Business, to Japan Tobacco Inc.

Kleinberg Kaplan’s M&A Team of Christopher Davis, Jason Soncini and Tej Prakash, with tax assistance from James McCann and Neil Dubnoff, represented Logic Technology Development in its sale to Japan Tobacco Inc. Goldman Sachs was Logic’s financial advisor. Logic is America’s premier e-cigarette brand, and the preeminent independent maker of electronic cigarettes in the U.S.…

Firm News | May 1, 2015

Chris Davis addresses 13D Monitor’s Active-Passive Investor Summit

Christopher Davis, chair of Kleinberg Kaplan’s Investor Activism and Mergers and Acquisitions Groups, recently addressed 13D Monitor’s Active-Passive Investor Summit in New York City. The 2015 conference drew the largest crowd ever with over 400 activist and hedge fund leaders in attendance.  In keeping with Kleinberg Kaplan’s policy of representing only activists, Chris participated on…

Firm News | April 15, 2015

Civil Insider Trading Case Survives Newman

On April 6, 2015, a federal district court in Manhattan permitted the U.S. Securities and Exchange Commission to pursue a civil enforcement action against two defendants accused of insider trading, notwithstanding the recently reshaped insider trading rules articulated in U.S. v. Newman. This week’s decision, in S.E.C. v. Payton, represents the first direct effort to…

Client Alerts | April 8, 2015 | Securities and Corporate Finance

Hedge Funds – Upcoming FATCA Compliance Deadlines

This legal update highlights certain important upcoming FATCA compliance deadlines for Cayman Islands funds (i.e., offshore standalone funds, offshore feeder funds, and offshore master funds). Register with the Cayman Islands on or before April 30, 2015. Each Cayman Islands fund must register with the Cayman Islands on or before April 30, 2015. Funds must register…

Client Alerts | April 7, 2015 | Hedge Funds

Issuer Liability for Opinions in Registration Statements

On March 24, 2015, the Supreme Court of the United States issued a decision setting standards for opinions in issuers’ registration statements. In Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, the Court held that an issuer of securities must ensure that representations of opinion in registration statements are (1) sincerely held and…

Client Alerts | March 27, 2015

Kleinberg Kaplan Advised the D3 Family of Funds in the Sale of its Interests in PSA

Kleinberg, Kaplan, Wolff & Cohen, P.C. represented the D3 Family of Funds in the sale of its interests in Pediatric Services Holding Corporation, the parent company of Pediatric Services of America, Inc., known as PSA Healthcare. PSA is a leading provider of critically important home care services for medically fragile children. Recognized as an industry…

Firm News | March 24, 2015

SEC’s Co-Chief of Enforcement (Asset Management Unit) Describes Enforcement Priorities for the Year

The Co-Chief of the Securities and Exchange Commission’s Asset Management Unit (the “AMU”) recently provided a revealing and important glimpse into the SEC’s priorities in bringing enforcement actions in the investment fund community. Julie M. Riewe gave an overview of the AMU’s capabilities and accomplishments in the five years since it was formed, and provided…

Client Alerts | March 3, 2015 | Hedge Funds

Second Circuit Warns That Omission In Public Filings May Constitute Actionable Securities Fraud

While recent news has been about decisions which potentially limit liability in insider trading cases, little attention has been paid to one which potentially expands the reach of the securities fraud statutes.  In Stratte-McClure v Morgan Stanley, the Court of Appeals for the Second Circuit recently held that mere silence in a required public filing…

Client Alerts | February 18, 2015 | Securities and Corporate Finance | Hedge Funds