On March 1, 2017, Snap Inc. made history by becoming the first U.S. company to go public by selling only non-voting shares. Of the 200 million shares offered in the IPO for the company behind the popular mobile messaging app Snapchat, absolutely none have any right to vote on directors, executive compensation, a corporate sale or other key corporate matters. Rather, those rights rest exclusively in the hands of Snap insiders. Many institutional investors and shareholder advocates are alarmed about Snap's dual-class structure that deprives shareholders of a voice. Many want to avoid owning such shares, but worry that if Snap is added to an established index, then ownership may become inevitable. To avoid such a scenario, several investor groups are advocating that index providers exclude Snap from major stock indices.
The U.S. Supreme Court recently accepted an appeal to resolve a circuit split over whether companies have an actionable duty to disclose known trends or uncertainties that could affect their business. The case—Leidos, Inc. v. Indiana Public Retirement System, No. 16-581 (U.S.)—may significantly impact the ability of investors to hold companies liable for omitting information from their financial reporting.
The Acting Chair of the U.S. Securities and Exchange Commission recently moved to limit who at the SEC can authorize the issuance of subpoenas. The abrupt change, which the SEC did not announce publicly, removes the ability to issue subpoenas from approximately 20 senior officials in the SEC's Enforcement Division—limiting that power to just the Director of that division.
House Passes Legislation That Would Constrict Class Actions; Opponents Turn Their Attention to the Senate
Last week, the House of Representatives passed sweeping legislation that would upend the class action landscape. If the Senate passes the "Fairness in Class Action Litigation Act," injured investors and consumers could potentially run into colossal difficulties, if not outright dead-ends, in seeking efficient relief through class actions or the legal system itself.
It seems fitting that President Trump, as a former reality television star, would announce his pick for the Supreme Court during prime time with 33 million viewers tuning in. At 8:00 pm EST, a day after tweeting that he chose his nominee and would announce his selection on Tuesday evening, President Trump took to the lectern to introduce Judge Neil M. Gorsuch to the world.
Berman DeValerio In The News
Berman DeValerio partner Nicole Lavallee and associate Justin Saif recently published an article in the Fall 2016 issue of the magazine of the California State Association of County Retirement Systems.
On Friday, December 2nd, Berman DeValerio's San Francisco office volunteered at Raphael House family shelter. Raphael House is a privately funded, community-supported organization, which provides homeless and low-income families in the San Francisco Bay Area personalized family-centered solutions, including transitional housing along with mental health counseling, career services, and educational workshops, children's programs and tutoring, to help at-risk families achieve stable housing and financial independence while strengthening family bonds and personal dignity.
Benchmark Litigation, a publication of U.K.-based Euromoney Institutional Investor plc, has published its 2017 10th Anniversary Edition profiling U.S. law firms. Berman DeValerio is ranked as "Highly Recommended 2017" — the sixth time the firm has received such ranking from Benchmark Litigation.
Berman DeValerio's team of over 15 walkers and bikers participated in the Justice & Diversity Center's Walk/Bike-A-Thon fundraiser on July 30, 2016. The Berman DeValerio team was recognized as Top Fundraising Team for this event that raised nearly $20,000 to support The Justice & Diversity Center ("JDC").
Boston Managing Partner Kathleen M. Donovan-Maher and Associate Steven L. Groopman co-authored an Op-Ed entitled "Why Dark Money Is Bad Business," which ran in The New York Times on May 10, 2016. The Op-Ed addresses the recent debate surrounding a proposed SEC rule that would mandate disclosure of corporate political spending.
"Delaware Corporations Turn to Bylaws, Again, to Discourage Lawsuits" by Norman Berman and Nathaniel Orenstein
"US Supreme Court to Decide Whether Investors Must Take Individual Actions to Preserve Securities Act Claims" by Nicole Lavallee and Jay Eng