Firm News
SRZ’s Successful Work on Morton’s Sale Secures Noteworthy Dismissal of Shareholder Action
July 23, 2013
SRZ’s representation of Morton’s Restaurant Group Inc. and its board of directors and M&A committee on the sale of the upscale steakhouse restaurant chain to affiliates of Tilman J. Fertitta has helped secure the complete dismissal of a putative shareholder class action complaint in the Delaware Chancery Court. In a significant decision issued by Chancellor Strine on July 23, 2013, the court dismissed, with prejudice, the various shareholder actions seeking damages for breach of fiduciary duty in connection with the sale. The court’s complete dismissal was noteworthy — atypically leaving the plaintiffs with no surviving allegations — and has been hailed as a blueprint for a number of best practices for public companies with significant private equity fund shareholders. The SRZ team on the sale included mergers & acquisitions partner Marc Weingarten and associate Yanjun Wei; litigation partner Michael E. Swartz; environmental partner Howard B. Epstein; finance partner Ronald B. Risdon; tax partner Kurt F. Rosell and intellectual property, sourcing & technology special counsel Scott M. Kareff. Richards Layton & Finger handled the litigation and assisted on the corporate side of the transaction.
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Alerts
On June 28, 2024, the US Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) issued a notice of proposed rulemaking that would amend existing anti-money laundering/countering the financing of terrorism (“AML/CFT”) program[1] regulations to require that financial institutions establish, implement and maintain effective, risk-based and reasonably designed AML/CFT programs with certain minimum components, including a mandatory risk assessment process (hereinafter, “Proposed Rule”).[2] For purposes of the Proposed Rule, “financial institutions” include: banks; broker dealers; mutual funds; futures commission merchants (“FCMs”) and introducing brokers in commodities (“IB-Cs”); insurance companies; money services businesses (“MSBs”); casinos and card clubs; dealers in precious metals, precious stones or jewels; operators of credit card systems; loan or finance companies; and housing government sponsored enterprises.[3] In addition to establishing minimum risk assessment requirements for these AML/CFT programs, the Proposed Rule would require that financial institutions document each component of their AML/CFT programs and make this documentation available to FinCEN or its designee, which can include the appropriate agency to which FinCEN has delegated examination authority,[4] or the appropriate SRO.[5] The Proposed Rule would also require that these AML/CFT programs be approved and overseen by the financial institution’s board of directors or, if the financial institution does not have a board of directors, an equivalent governing body.
Alerts
On June 28, 2024, the US Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) issued a notice of proposed rulemaking that would amend existing anti-money laundering/countering the financing of terrorism (“AML/CFT”) program[1] regulations to require that financial institutions establish, implement and maintain effective, risk-based and reasonably designed AML/CFT programs with certain minimum components, including a mandatory risk assessment process (hereinafter, “Proposed Rule”).[2] For purposes of the Proposed Rule, “financial institutions” include: banks; broker dealers; mutual funds; futures commission merchants (“FCMs”) and introducing brokers in commodities (“IB-Cs”); insurance companies; money services businesses (“MSBs”); casinos and card clubs; dealers in precious metals, precious stones or jewels; operators of credit card systems; loan or finance companies; and housing government sponsored enterprises.[3] In addition to establishing minimum risk assessment requirements for these AML/CFT programs, the Proposed Rule would require that financial institutions document each component of their AML/CFT programs and make this documentation available to FinCEN or its designee, which can include the appropriate agency to which FinCEN has delegated examination authority,[4] or the appropriate SRO.[5] The Proposed Rule would also require that these AML/CFT programs be approved and overseen by the financial institution’s board of directors or, if the financial institution does not have a board of directors, an equivalent governing body.