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Business at Berkeley Law



UBS Dark Pool Leads to $14.5 Million in Settlement Paid to SEC

Dark pools are private exchanges or forums for trading securities that primarily facilitate large block trades by institutional investors. Dark pools offer the efficiency (in the form of liquidity) of trading on a public exchange, but allow the transactions to remain secret—neither the price nor the identity of the firm is disclosed—until the trade is filled. The lack of transparency in dark pool trades allows large trades to be made by institutional investors without influencing the market and adversely affecting the price. Private banks and brokerages generally operate dark pools, which are subject to more relaxed public disclosure requirements than public exchanges. But that is not to say that dark pools are not subject to federal securities laws, as evidenced by the SEC investigation of and charges brought against Swiss banking-giant UBS.

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S&P Considers Settlement with DOJ After Two Years of Legal Fighting

Following the collapse of the subprime mortgage market in 2008, which led to the worst financial crisis since the Great Depression, the government took serious measures against banks and financial institutions that – according to the government – caused the crisis with false and misrepresented risk measurements pertaining to subprime mortgages.

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Class Certification in Nexium ‘Pay for Delay’ Litigation Survives Appeal

On January 21, the U.S. Court of Appeals for the First Circuit concluded that a district court did not abuse its discretion in certifying a class of Nexium purchasers in their “pay for delay” claim against the drug’s producer, AstraZeneca. The plaintiff class, made up of Nexium purchasers, asserted a Sherman Act claim against AstraZeneca, arguing the drug company injured consumers by foreclosing generic markets of the heartburn drug.

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Recap – M&A Speaker Series: The View from New York

On January 22, expert M&A attorneys from Cleary Gottlieb Steen & Hamilton LLP shared their perspectives on M&A practice and reviewed some of the newest developments in the field. The following is a recap of their discussion, which was co-sponsored by the Berkeley Center for Law, Business, and the Economy (BCLBE) and Weil, Gotshal & Manges LLP.

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Court Looks to Obscure Law: Trust Indenture Act of 1939

When some bondholders purchased debt in casinos operated by Caesars Entertainment, they felt comfort in the guarantees of the parent company that it would stand behind the debt payments, even if something were to go awry. When Caesars found itself in financial distress, the company abruptly eliminated its guarantees, leaving bondholders to turn to an obscure Depression-era law: the Trust Indenture Act of 1939 (The Act). The Act was originally devised to protect bondholders from abusive tactics, such as back-room deals that stripped bondholders of their rights.

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DreamWorks’ Deal with Hasbro Falls Through

On November 14, Hasbro stopped toying with the idea of purchasing DreamWorks Animation, swiftly ending a deal that would have combined the toy giant with the animation studio.

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Innovative Lawsuit Targets U.S. Bank’s Government-Backed Mortgages

U.S. Bank, a division of U.S. Bancorp, is being sued in an Ohio federal court for failing to comply with the Federal Housing Administration (“FHA”) requirement that banks engage with borrowers in default. Advocates for Basic Legal Equity (“ABLE”), a legal aid group, filed the first-of-its-kind suit on behalf of the United States government.

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Monsanto and Dow Chemical Challenge Anti-GMO Law in Hawaii

Less than two weeks after the voters of Maui County, Hawaii approved a moratorium on the cultivation of genetically engineered crops, Monsanto and Mycogen Seeds (a subsidiary of Dow Chemical) have filed suit in federal court to block the law. If upheld, the local referendum may substantially limit the development of genetically modified organisms (GMOs) in Maui County, which could have a tremendous impact on how biotech companies conduct research.

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European Parliament Approves Resolution Recommending Google Breakup

On Thursday, November 27th, the European Parliament approved a resolution promoting a Google breakup. The resolution was approved with 384 in favor and 174 opposed, and is a recommendation to the European Commission, which has ultimate authority over the matter. Although the resolution does not specifically mention Google, it is clearly the target following a 2010 probe into Google’s search dominance.

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Dow Chemical Company Adds New Board Members

A raging dispute has finally been settled in the Dow Chemical boardroom following criticism from its shareholders.

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