NEW YORK, NY / ACCESSWIRE / May 5, 2021 / Labaton Sucharow LLP, a national shareholder rights litigation firm, reminds investors of a class action lawsuit against Peloton Interactive, Inc. (“Peloton” or “the Company”) (NASDAQ:PTON) for violations of §§10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by the U.S. Securities and Exchange Commission.Investors who purchased the Company’s securities between September 11, 2020 and April 16, 2021, inclusive (the ”Class Period”), are encouraged to contact the firm before June 28, 2021.We also encourage you to contact David J. Schwartz of Labaton Sucharow LLP, 140 Broadway, New York, New York, at (800) 321-0476, to discuss your rights free of charge. You can also reach us through the firm’s website at www.labaton.com, or by email at [email protected] class, in this case, has not yet been certified, and until certification occurs, you are not represented by an attorney. If you choose to take no action, you can remain an absent class member.According to the Complaint, the Company made false and misleading statements to the market. Peloton’s Tread+ product was a serious safety risk to small children and pets, resulting in multiple incidents of injury to both including the tragic death of one child. The Company knew about the safety risk but did not treat safety as a priority, failing to recall or suggest a usage halt of the Tread+. The U.S. Consumer Product Safety Commission (“CPSC”) announced that the Tread+ represented a serious risk to public safety and urged consumers with small children to stop using the product. The CPSC also found that the Tread+ represented a safety risk to consumers that lost their balance. Based on these facts, the Company’s public statements were false and materially misleading throughout the class period. When the market learned the truth about Peloton, investors suffered damages.Story continuesJoin the case to recover your losses.Labaton Sucharow LLP represents investors around the world and specializes in securities class action lawsuits and shareholder rights litigation.This press release may be considered Attorney Advertising in some jurisdictions under the applicable law and rules of ethics.CONTACT:David J. Schwartz(800) [email protected]: Labaton Sucharow LLPView source version on accesswire.com: https://www.accesswire.

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Shareholder lawyers have apparently figured out how to cash in on the SPAC fad.In the last seven months, lawyers from a handful of shareholder firms have filed more than 60 lawsuits in New York State Supreme Court in Manhattan against board members of special purpose acquisition companies, accusing SPAC directors of breaching their duty to investors by omitting important information from public filings about their proposed acquisitions.The cases are not being litigated beyond initial pleadings, based on a review of the dockets. Instead, according to three big-firm lawyers who have represented SPAC defendants hit with breach-of-duty complaints, the suits are typically resolved with supplemental disclosures by the SPAC – and the payment of so-called mootness fees to plaintiffs lawyers.These three defense lawyers, who asked to remain anonymous to shield their clients, also told me that the suits in New York state court are only part of the story. Their clients are also receiving “demand letters” from plaintiffs firms when SPAC acquisitions are announced, alleging disclosure violations and threatening to sue unless defendants issue supplemental disclosures and pay mootness fees. Many deals face disclosure demands, in and out of court, by multiple shareholder firms, the defense lawyers said.Most SPAC defendants facing these disclosure demands, according to these lawyers, decide it’s less expensive to issue additional disclosures and pay mootness fees than to litigate the breach-of-duty suits. In effect, they said, defendants are willing to pay a nuisance fee to shareholder firms to keep their deals on track.“This is going to be another deal tax for a while,” one of the defense lawyers said.SPACs, otherwise known as blank-check acquisition companies, attracted tens of billions of dollars from investors in 2020 and early 2021. SPACs typically acquire privately held businesses in so-called de-SPAC deals, allowing those businesses to go public without conducting an IPO.Shareholder firms are basing their SPAC breach-of-duty suits and demand letters on the registration statements that the companies file with the U.S. Securities and Exchange Commission describing their de-SPAC deals.Akin Gump Strauss Hauer & Feld noted the trend of SPAC disclosure suits in New York courts in a client alert that was subsequently posted last month at Harvard Law School’s corporate governance website. The firm, according to article authors Douglas Rappaport, Jacqueline Yecies and Stephanie Lindemuth, compiled a list of cases by searching New York State Supreme Court records for suits citing SPAC deals.As of the end of April, there were at least 62 cases on Akin Gump’s list of New York SPAC disclosure suits. The firm shared that list with me, and I checked out the electronic case files.The New York dockets show that all of the suits have been filed by just four plaintiffs firms: Rigrodsky Law, with 24 cases; Brodsky & Smith, with 22; Moore Kuehn with 13; and Weiss Law with 3. I sent detailed email queries on the suits, including questions about how the cases were resolved and whether firms received mootness fees to Seth Rigrodsky and Gina Serra of Rigrodsky, Evan Smith of Brodsky & Smith, Jacob Kuehn of Moore Kuehn and Richard Acocelli of Weiss Law. Kuehn declined to comment. None of the others responded.The suits, generally speaking, assert that the litigation belongs in New York state court because the complaints assert a state-court cause of action and because the SPACs are based in New York or traded on New York-based exchanges.All of the complaints included a demand to enjoin shareholders of the SPAC’s target company from voting on the proposed acquisition. But plaintiffs lawyers did not file separate motions for preliminary injunctions that would actually delay shareholder votes.There is no evidence in the dockets of any judicial involvement in the suits. Plaintiffs lawyers filed voluntary dismissal notices in 23 cases. Dockets in the other cases do not indicate a resolution.The boom in SPAC disclosure suits is reminiscent of the “deal tax” shareholder suits that used to be filed in Delaware Chancery Court after nearly every announcement of a big M&A transactions. At the 2013 peak of M&A disclosure suits, plaintiffs lawyers filed complaints challenging 94% of announced deals of more than $100 million.Delaware, as you know, clamped down on disclosure-only settlements in 2016’s In re Trulia Inc (129 A.3d 884), which made clear that Chancery would not approve fees in most disclosure-only settlements. Shareholder lawyers responded to Trulia by reframing M&A challenges as federal securities violations and filing their suits in federal court.When the 7th U.S. Circuit Court of Appeals reviewed the settlement of a shareholder class action challenge to Walgreen Co’s acquisition of Alliance Boots in 2016, the court refused to allow a $370,000 fee for plaintiffs lawyers who obtained additional disclosures. The appeals court described M&A disclosure class actions as “no better than a racket,” and said the suits “must end.”Shareholder firms then shifted away from class action settlements, instead reaching deals in which name plaintiffs agreed to dismiss their suits after defendants mooted their demands by issuing supplemental disclosures and paying mootness fees to plaintiffs’ lawyers. Under the Federal Rules of Civil Procedure, those agreements do not require a judge’s approval as long as no class has been certified and the defendant has not submitted an answer to the complaint or a summary judgment motion.Because mootness fees are not usually reviewed by judges, it’s hard to know how much plaintiffs lawyers are receiving – in old-school M&A challenges or in the new wave of SPAC suits. According to Mootness Fees, a 2019 Vanderbilt Law Review paper on mootness fees in shareholder M&A litigation, plaintiffs lawyers typically received between $50,000 and $300,000 in mootness fees for obtaining supplemental disclosures. The paper’s authors, law professors Matthew Cain, Jill Fisch, Steven Davidoff Solomon and Randall Thomas, called the fees “an inappropriate tax on the judicial system and corporations.”SPAC defense lawyers told me some of their clients have been taken aback by mootness fee demands from shareholder lawyers. Experienced M&A players are usually familiar with “deal tax” litigation, they said, but companies being acquired by SPACs in de-SPAC deals are sometimes surprised.SPAC deals have slowed in recent weeks after the SEC issued new accounting guidance and signaled tighter scrutiny of the deals. But if the market heats up again, there’s little reason to doubt that plaintiffs firms will resume their mootness fee demands, either through state-court breach-of-duty suits or letters threatening litigation over allegedly inadequate disclosures.Until a SPAC defendant refuses to pay – and is willing to justify that refusal through litigation – the new deal tax is another cost of doing business.(This piece has been updated to reflect that shareholder counsel Kuehn declined to comment.)Opinions expressed here are those of the author. Reuters News, under the Trust Principles, is committed to integrity, independence and freedom from bias.(Reporting by Alison Frankel)Our Standards: The Thomson Reuters Trust Principles.

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Law360 (May 5, 2021, 4:24 PM EDT) — In litigation settings, it often pays to heed the advice contained in Kenny Rogers’ classic song “The Gambler”: “You’ve got to know when to hold ’em / Know when to fold ’em.”This is useful advice for the U.S. Securities and Exchange Commission’s ongoing litigation against the creators of the cryptocurrency XRP at Ripple Labs Inc.

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NEW YORK–(BUSINESS WIRE)–May 5, 2021–
Granite Point Mortgage Trust Inc. (NYSE: GPMT) (“GPMT,” “Granite Point” or the “Company”) today announced the pricing of GPMT 2021-FL3, an approximately $824 million Commercial Real Estate Collateralized Loan Obligation (“CRE CLO”), in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company expects approximately $686 million of investment grade securities to be placed with institutional investors, providing GPMT with term-matched financing on a non-mark-to-market and non-recourse basis. GPMT 2021-FL3 features an initial advance rate of 83.25% and a weighted-average interest rate at issuance of LIBOR + 1.62%, before accounting for transaction costs. The CLO is expected to close on or around May 14, 2021, subject to customary closing conditions.
Upon the closing of GPMT 2021-FL3 and since May 2018, Granite Point will have issued three CRE CLOs totaling approximately $2.5 billion supporting the Company’s fundamental strategy of financing its portfolio of senior floating-rate mortgage loans with a well-diversified mix of funding sources, emphasizing term-matched, non-mark-to-market and non-recourse borrowings at an attractive cost of capital. Granite Point intends to apply the net cash proceeds from GPMT 2021-FL3 to repay outstanding balances on the related financing facilities, after which the Company expects the percentage of credit non-mark-to-market financing to be approximately 70% of its aggregate loan-level borrowings.

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, these or any other securities, nor shall there be any sale of the Company’s securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Granite Point Mortgage Trust Inc.
Granite Point Mortgage Trust Inc. is a Maryland corporation focused on directly originating, investing in and managing senior floating rate commercial mortgage loans and other debt and debt-like commercial real estate investments. Granite Point is headquartered in New York, NY. Additional information is available at www.gpmtreit.com.
Forward-Looking Statements
This release may include statements and information that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and we intend such forward-looking statements to be covered by the safe harbor provisions therein and are included in this statement for purposes of invoking these safe harbor provisions. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, targets, expectations, anticipations, assumptions, estimates, intentions and future performance. The forward-looking statements made in this release include, but may not be limited to, expectations regarding the use of proceeds from the offering.
Forward-looking statements involve numerous risks and uncertainties. Our actual results may differ from our beliefs, expectations, estimates and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements are not historical in nature and can be identified by words such as “anticipate,” “estimate,” “will,” “should,” “expect,” “target,” “believe,” “outlook,” “potential,” “continue,” “intend,” “seek,” “plan,” “goals,” “future,” “likely,” “may” and similar expressions or their negative forms, or by references to strategy, plans or intentions. By their nature, forward-looking statements speak only as of the date they are made, are not statements of historical facts or guarantees of future performance and are subject to risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify, in particular those related to the COVID-19 pandemic, including the ultimate impact of COVID-19 on our business, financial performance and operating results. Our expectations, beliefs and estimates are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and estimates will prove to be correct or be achieved, and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.
These forward-looking statements are subject to risks and uncertainties, including, among other things, those described in our Annual Report on Form 10-K for the year ended December 31, 2020, and any subsequent Form 10-Q and Form 8-K filings made with the SEC, under the caption “Risk Factors.” These risks may also be further heightened by the continued and evolving impact of the COVID-19 pandemic. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information
Stockholders of Granite Point and other interested persons may find additional information regarding the Company at the Securities and Exchange Commission’s Internet site at www.sec.gov or by directing requests to: Granite Point Mortgage Trust Inc., 3 Bryant Park, 24 th Floor, New York, NY 10036, telephone (212) 364-5500.
View source version on businesswire.com:https://www.businesswire.com/news/home/20210505006091/en/
Investors: Marcin Urbaszek, Chief Financial Officer, Granite Point Mortgage Trust Inc., (212) 364-5500,[email protected].
KEYWORD: UNITED STATES NORTH AMERICA MINNESOTA NEW YORK
INDUSTRY KEYWORD: COMMERCIAL BUILDING & REAL ESTATE CONSTRUCTION & PROPERTY REIT
SOURCE: Granite Point Mortgage Trust Inc.
Copyright Business Wire 2021.
PUB: 05/05/2021 04:15 PM/DISC: 05/05/2021 04:17 PM
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BILOXI, Miss., May 5, 2021 /PRNewswire/ — Peoples Financial Corporation (the “Company”) (OTCQX Best Market: PFBX), parent of The Peoples Bank (the “Bank”), today announced that ISS Proxy Advisory Services (“ISS”), a leading independent proxy advisory firm, recommended the Company’s shareholders vote FOR the election of all six of the candidates nominated by the Board of Directors (“Board”), those being Ronald G. Barnes, Padrick D. Dennis, Jeffrey H. O’Keefe, Paige Reed Riley, George J. Sliman, III, and Chevis C. Swetman.  ISS also recommends that shareholders vote FOR the Company’s proposal to ratify Wipfli LLP as its auditors.  Conversely, ISS recommends that the shareholders of the Company NOT RETURN THE GREEN PROXY CARD distributed by the Stilwell Group.  Accordingly, the Company’s Board urges shareholders to: (1) vote FOR the Board’s six nominees and FOR ratification of the appointment of the independent auditors on the WHITE proxy card distributed by the Company, and (2) NOT RETURN THE GREEN PROXY CARD distributed by the Stilwell Group.  The Company’s Annual Meeting of Shareholders will be held May 19, 2021.
In support of its recommendations, ISS notes that the Stilwell Group has called for the Company to consider a sale if it cannot reach average performance, but it has not presented a plan for how the Company can achieve such performance.  ISS also notes that the Company has presented a strategic plan and has committed to developing a succession plan for executives.  The ISS report states that the Company has outperformed the Nasdaq Community Bank Index over multiple periods of measurement, and has shown meaningful outperformance since October 5, 2020, relative to both its peers and the Nasdaq Community Bank Index.  ISS concludes that there does not seem to be a compelling case that change is warranted at this time since the Stilwell Group has failed to present a detailed case for change and the Board’s strategic plan appears to address the criticisms of the Stilwell Group.
“We are pleased that ISS has agreed with the recommendations of our Nominating Committee and Board of Directors with respect to the election of directors at the 2021 Annual Meeting.  We also appreciate its recognition of the Company’s strategic plan going forward,” said Chevis C. Swetman, Chairman and CEO of the Company and the Bank. “We remain dedicated to pursuing our plan as a strategy to enhance long-term value for all of our shareholders,” he added.
Founded in 1896, our Bank had $750 million in total assets as of March 31, 2021.  The Peoples Bank operates 18 branches along the Mississippi Gulf Coast in Hancock, Harrison, Jackson and Stone counties. In addition to offering a comprehensive range of retail and commercial banking services, the Bank also operates a trust and investment services department that has provided customers with financial, estate and retirement planning services since 1936.
Peoples Financial Corporation’s common stock is listed on the OTCQX Best Market under the symbol PFBX. Additional information is available on the Internet at the Company’s website, www.thepeoples.com, and at the website of the Securities and Exchange Commission, www.sec.gov.
Forward-Looking Statements
This news release reflects industry conditions, Company performance and financial results and contains “forward-looking statements,’ which may include forecasts of our financial results and condition, expectations for our operations and businesses, and our assumptions for those forecasts and expectations.  Do not place undue reliance on forward-looking statements.  These forward-looking statements are subject to a number of risk factors and uncertainties which could cause the Company’s actual results and experience to differ materially from the anticipated results and expectation expressed in such forward-looking statements.
Factors that could cause our actual results to differ materially from our forward-looking statements are described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Regulation and Supervision” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and in other documents subsequently filed by the Company with the Securities and Exchange Commission, available at the SEC’s website and the Company’s website, each of which are referenced above. To the extent that statements in this news release relate to future plans, objectives, financial results or performance by the Company, these statements are deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are generally identified by use of words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology.  
Forward-looking statements represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements. All information is as of the date of this news release. Except to the extent required by applicable law or regulation, the Company undertakes no obligation to revise or update publicly any forward-looking statement for any reason.
Important Information
This release may be deemed to be solicitation material in respect of the solicitation of proxies from the Company’s shareholders in connection with the Company’s 2021 Annual Meeting of Shareholders (the “Annual Meeting”).  The Company has filed with the Securities and Exchange Commission (the “SEC”) and mailed to its shareholders a proxy statement in connection with the Annual Meeting (the “Proxy Statement”), and advises its shareholders to read the Proxy Statement because it contains important information. Shareholders may obtain a free copy of the Proxy Statement and other documents that the Company files with the SEC at the SEC’s website at www.sec.gov.  The Proxy Statement and these other documents may also be obtained upon request addressed to the Secretary of the Company at P.O. Box 529, Biloxi, Mississippi 39533-0529.
Certain Information Concerning Participants
The Company, its directors and certain of its executive officers may be deemed to be participants in the solicitation of the Company’s shareholders in connection with the Annual Meeting.  Shareholders may obtain information regarding the names, affiliations and interests of such individuals in the Company’s proxy statement related to its 2021 Annual Meeting of Shareholders, filed with the SEC on April 15, 2021.
SOURCE Peoples Financial Corporation

Related Links
www.thepeoples.

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NEW YORK, May 5, 2021 /PRNewswire/ — Lument Finance Trust, Inc. (NYSE: LFT) (the “Company”) announced today that it has closed its underwritten public offering of 2,400,000 shares of its newly designated 7.875% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) at a public offering price of $25.00 per share.
The Company received approximately $58.1 million of net proceeds from the offering after deducting the underwriting discount but before estimated offering expenses payable by the Company.  The Company intends to use the net proceeds of the offering to make additional investments in target assets consistent with its investment strategy and for general corporate purposes.
The Series A Preferred Stock has been authorized for listing on the New York Stock Exchange under the symbol “LFTPrA.” Trading of the Series A Preferred Stock is expected to commence on May 10, 2021.
Piper Sandler and Raymond James served as joint book-running managers for the offering and B. Riley Securities and JonesTrading served as co-managers for the offering.
The offering was made pursuant a prospectus, dated April 28, 2021 that constitutes part of the Company’s Registration Statement on Form S-11, which was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on April 28, 2021, and the Company’s Registration Statement on Form S-11 MEF, which became effective upon filing with the SEC on April 28, 2021.
Copies of the prospectus supplement and accompanying prospectus may be obtained from the SEC’s website at www.sec.gov or from Piper Sandler & Co. at 1251 Avenue of the Americas, 6th Floor, New York, NY 10020, or by email at [email protected] or from Raymond James & Associates, Inc. at 880 Carillon Parkway, St. Petersburg, FL 33716, or by email at [email protected].
This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these shares or any other securities in any state in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the securities laws of any state. 
About LFT
LFT is a Maryland corporation focused on investing in, financing and managing a portfolio of commercial real estate debt investments.  The Company primarily invests in transitional floating rate commercial mortgage loans with an emphasis on middle-market multi-family assets.
LFT is externally managed and advised by OREC Investment Management, LLC d/b/a Lument Investment Management, a Delaware limited liability company. The Company changed its name from Hunt Companies Finance Trust, Inc. to Lument Finance Trust, Inc., effective December 28, 2020.
Forward Looking Statements
Certain statements included in this press release constitute forward-looking statements intended to qualify for the safe harbor contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act, as amended. Forward-looking statements are subject to risks and uncertainties. You can identify forward-looking statements by use of words such as “believe,” “expect,” “anticipate,” “project,” “estimate,” “plan,” “continue,” “intend,” “should,” “may,” “will,” “seek,” “would,” “could,” or similar expressions or other comparable terms, or by discussions of strategy, plans or intentions. Forward-looking statements are based on the Company’s beliefs, assumptions and expectations of its future performance, taking into account all information currently available to the Company on the date of this press release or the date on which such statements are first made. Actual results may differ from expectations, estimates and projections. You are cautioned not to place undue reliance on forward-looking statements in this press release and should consider carefully the factors described in Part I, Item IA “Risk Factors” in the Company’s annual reports on Form 10-K, our quarterly reports on Form 10-Q, and other current or periodic filings with the SEC, when evaluating these forward-looking statements. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond the Company’s control.  Additionally, many of these risks and uncertainties are currently amplified by and will continue to be amplified by, or in the future may be amplified by, the COVID-19 pandemic. Additional information concerning these and other risk factors are contained in our 2020 10-K which is available on the SEC’s website at www.sec.gov. Except as required by applicable law, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE Lument Finance Trust, Inc.

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Joseph Stiglitz and Peter R. Fisher
Billions of dollars of commitments have been made by corporations to reduce carbon emissions. But without reliable and comparable corporate disclosures, investors will be unable to make informed judgments about the consequences for the value of their investments. To protect investors and to promote efficient capital markets, the Securities and Exchange Commission needs to establish minimum standards for carbon-related disclosures.  
Ninety percent of the companies in the S&P 500 now issue “sustainability” reports. More than a trillion dollars of “green” bonds have been issued, almost $270 billion last year.
A third of the assets under management in the United States are now said to be “sustainable” investments. But in the absence of minimum corporate disclosure standards, investors face the risk of being unable to recognize corporate “greenwashing” hyperbole with the result that market prices will be unable to reflect investors’ views on the costs and benefits of reducing carbon – and our markets will fail to allocate capital efficiently.

Securities and Exchange Act of 1934
Even 300 years ago, with the creation of the first joint stock companies, observers recognized that the information asymmetry between insider-managers and outsider-owners needed to be addressed by the disclosure of corporate financial information. In the absence of disclosures, shareholders risked being misled by management. Corporate disclosure standards were slow in coming. Only with the Securities and Exchange Act of 1934 did the federal government require companies that issue traded securities to make routine disclosures of basic financial information. 

The general requirement in the ’34 Act that information material to a company’s valuation be disclosed is vital but insufficient. It is vital because shareholders should know any information that is known to management that might materially affect the firm’s value. And without such a requirement, firms are unlikely to disclose all relevant information. It is insufficient because shareholders also need a baseline of factual information consistently disclosed across time in order to estimate the value of their investments as conditions change.

Investors also need all companies to make comparable disclosures in order to assess the relative value of different investments. Only with consistency across time and comparability among alternatives can investors assess for themselves the value of a firm and be reasonably protected against being misled. Only by the SEC setting minimum standards can we obtain adequate comparability.
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Standards need to be set and enforced 
Minimum standards set and enforced by government are thus essential. They should include corporate decisions about carbon and an assessment of the current and forward-looking financial consequences for income statements and balance sheets, along with the key assumptions that go into making those assessments. Relevant decisions should include current or planned investments or accelerated asset retirements that affect gross or net carbon emissions. But to make sense of this information, companies will also need to explain the context for their actions by disclosing estimates of their carbon emissions, their assumptions about the future price of carbon and their particular (estimates of the) cost of reducing carbon on which their business plans are based.
Consistent disclosures by publicly listed companies will not be enough for capital markets to fully play their role in reducing carbon. Other measures will be needed. There is the risk that “dirty” or carbon-intensive assets will migrate to privately held companies, a risk that will need to be addressed by disclosure requirements enforced by the endowments, pension funds, other institutional investors, and the banks and other financial intermediaries who provide much of capital to these private markets. 
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Still, the crucial first step, on which further efforts can build, will be for the SEC to establish minimum carbon-related disclosure requirements for all publicly traded companies. Without this, we will not be able to protect investors from greenwashing, nor should we expect an efficient allocation of capital in our economy.

Joseph Stiglitz is a professor at Columbia University, a Nobel Prize winner in Economics (2001), and served as a member and chairman in the Council of Economic Advisers for the Clinton administration from 1993-97.
Peter R. Fisher is a clinical professor at the Tuck School of Business at Dartmouth and served as undersecretary of the Treasury for Domestic Finance for the Bush administration from 2001-03.

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Northfield Hospital & Clinics could lose $400,000 in investments after the Securities and Exchange Commission found a New York firm overstated the value of mutual funds and forced the company to liquidate nearly $500 million in assets.

The investments, discussed during an April 29 Hospital Board meeting, were with Infinity Q Capital Management. NH+C’s investment advisor, Johnson Financial Group, manages a portfolio of the hospital’s investments, including $1.6 million with Infinity Q. Of that, Chief Financial Officer Scott Edin said he expects the health system to recoup at least $1.2 million.

Any additional losses could be recouped in a class action lawsuit. NH+C investment revenue is generated from operations. 

According to the international news organization Reuters, Infinity Q was forced to liquidate its mutual funds after the SEC found that its chief investment officer, James Velissaris, who has since been fired, “made potentially unreasonable adjustments to a pricing model used to value fund investments.” Edin said Infinity Q management valued the fund at $1.7 billion; however, the SEC liquidation netted only $1.25 billion. He expects investors, including Northfield Hospital and Clinics, to learn how the remaining funds will be distributed by summer.

“This is a very small percentage of NH+C investments — less than 0.6% of NH+C’s total investment portfolio,” Edin said. “That portfolio includes a wide variety of investments including CDs, government bonds and equities. The benefits of having a diverse portfolio is to spread assets across vehicles to balance the performance of individual investments and manage risk.”

Infinity Q said in January that it managed $3 billion in assets. According to Reuters, Velissaris’ attorney, Sean Hecker, has said the change in value reflected the mutual fund’s forced liquidation and denied his client had misused the pricing tool.

“Any inquiry will determine James used these tools and others when determining appropriate valuations as part of his efforts to act in the best interests of investors,” Hecker said in the Reuters article.

An investor class action lawsuit filed by New York-based Rosen Law Firm alleges Infinity Q’s mutual fund trustees made false or misleading claims about the portfolio’s value. Infinity Q is also reportedly analyzing potential legal claims against its service providers.

Those valuation issues also extend to the company’s main hedge fund, Infinity Q Volatility Alpha Fund LP, which is also being liquidated. That fund managed $760 million as of March 31, according to a regulatory filing, but the post liquidation cash value was unclear.

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During his Senate confirmation hearing for chair of the Securities and Exchange Commission (SEC), Gary Gensler said he would adhere to the U.S. Supreme Court’s view of materiality: Information is material (and should therefore be disclosed) if there is a substantial likelihood that a reasonable investor would consider the information important in making an investment or voting decision. He then noted that many shareholders are calling for disclosures on climate risk, human capital and political spending, suggesting that they may be material.
Since the start of the Biden administration, then-Acting Chair Allison Herren Lee and the SEC staff have clearly focused on environmental, social and governance (ESG) in all facets of the SEC’s operations. Highlights include:

In a public statement on February 24, 2021, Acting Chair Lee directed the Division of Corporation Finance to enhance its focus on climate-related disclosure in public company filings. In particular, she asked the staff to consider how companies comply with previously issued SEC guidance and current disclosure requirements. The SEC staff will use the resulting insights to begin updating SEC guidance regarding climate-related disclosures.
On March 3, 2021, the Division of Examinations, which reviews compliance matters for investment advisers, mutual funds and exchange-traded funds (ETFs), announced its 2021 priorities, including a greater focus on climate-related risks. These examinations would include matters such as disclosures and proxy voting policies of funds marketed as ESG funds.
On March 4, 2021, the SEC announced the creation of the Climate and ESG Task Force in the Division of Enforcement, whose initial focus will be to identify any material gaps or misstatements in companies’ disclosure of climate risks under existing disclosure requirements. The task force also will analyze disclosure and compliance issues relating to investment advisers’ and funds’ ESG strategies.
On March 11, 2021, John Coates, acting director of the Division of Corporation Finance, delivered remarks titled “ESG Disclosure — Keeping Pace With Developments Affecting Investors, Public Companies and the Capital Markets.” He described considerations for an effective ESG disclosure system, which he believes the SEC should help create, recognized that there are costs to both having and not having ESG disclosure requirements, explained that certain aspects could be mandatory and some voluntary, and outlined the potential virtues of a single global ESG reporting framework.
On March 15, 2021, the SEC invited public comment on climate change disclosures, noting that Acting Chair Lee asked the staff to evaluate the SEC’s disclosure rules “with an eye toward facilitating the disclosure of consistent, comparable, and reliable information on climate change.” The request for public comment sets forth 15 questions (many consisting of multiple questions), including on the advantages and disadvantages of drawing on existing third-party, voluntary frameworks such as the Sustainability Accounting Standards Board, or SASB, and the Task Force on Climate-related Financial Disclosures, or TCFD; whether to disclose the connection between executive compensation and climate change risks and impacts; the advantages and disadvantages of developing a single set of global standards applicable to companies around the world; and how to consider climate change within the broader spectrum of ESG disclosure issues.

The level of voluntary ESG disclosure has grown exponentially over the past few years, primarily driven by private ordering and companies responding to investor demand. Based on the initiatives already underway, in the near term we are likely to see a combination of SEC interpretative guidance, SEC staff guidance, comment letters and/or enforcement activity focused on three areas:

Seeking greater transparency, accuracy and reliability for companies’ voluntary ESG disclosures.
Comparing companies’ voluntary ESG disclosures to their disclosures in SEC filings to assess whether there are material omissions from those filings and whether more guidance on complying with existing SEC disclosure requirements is necessary with respect to ESG topics.
Ensuring that mutual funds and ETFs marketed as ESG funds have accurate disclosures as well as appropriate processes and policies regarding their investment and voting decisions.

In addition, the SEC is likely to propose more prescriptive rules that expand SEC disclosure requirements for material ESG topics. The SEC will have to tackle numerous questions in any proposed rulemaking, such as whether the proposed rules would be limited to climate change risks or cover ESG broadly, and the extent to which they would leverage existing voluntary disclosure frameworks that companies already use. Any proposal could generate hundreds if not thousands of public comments, suggesting that final rules may not be adopted before 2022.
In the meantime, separate and apart from potential SEC actions, companies will continue to engage with investors and other stakeholders regarding ESG matters and likely expand and refine their voluntary ESG disclosures. In the course of doing so, companies should consider their processes and controls relating to their voluntary ESG disclosures to ensure their disclosures are accurate and reliable.

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A two-year criminal investigation of the Mountain Valley Pipeline has concluded with no charges filed.

In a report filed Tuesday with the U.S. Securities and Exchange Commission, the lead partner in the project said it was informed last month that a federal investigation was completed, “without an adverse determination to the MVP joint venture.”

Mountain Valley spokeswoman Natalie Cox said it was the company’s understanding that there was no finding of wrongdoing, and that no criminal or civil action would be taken.

The case began more than two years ago with a complaint by Preserve Bent Mountain, a Roanoke County group that had been fighting the natural gas pipeline for years.

Representatives for the group presented a large amount of evidence to the U.S. Attorney’s Office in Roanoke, asking it to investigate possible violations of the Clean Water Act and other federal laws.

While Mountain Valley has repeatedly run afoul of administrative regulations meant to keep muddy runoff from contaminating nearby streams and rivers, a criminal charge would have carried a higher burden of proof.

Brian McGinn, a spokesman for the U.S. Attorney’s Office, declined to comment Tuesday.

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Although federal prosecutors rarely confirm that an investigation is in progress, Mountain Valley was required to inform investors, through its SEC filings, of any potential risk to the company’s financial well-being.

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The U.S. Securities and Exchange Commission (SEC) investigates companies (and individuals) for a broad range of federal offenses. This includes offenses that are both civil and criminal in nature, and that can carry penalties ranging from five-figure fines to hundreds of millions of dollars in total liability plus decades of prison time. In short, there is a lot of variability in the SEC’s enforcement efforts, and the scope of an investigation won’t necessarily be readily-apparent from the outset.
Even setting aside the potential consequences, defending against an SEC investigation presents a host of challenges. What are the specific allegations at issue? Where did the SEC get its information, and what additional information is out there for the SEC to find? Can your company fully defend against the allegations, or would it be more prudent to target a settlement? None of these are easy questions to answer, but they are all extremely important when it comes to mounting a defense during an SEC inquiry.
“When facing an SEC investigation, there is no room for error. Company executives need to make informed decisions based on reliable information, and they need to target effective defense strategies focused on resolving the SEC’s inquiry before charges get filed.” – Dr. Nick Oberheiden, Founding Attorney of Oberheiden P.C.
There are many other questions that companies need to answer when facing SEC investigations as well. There are also many steps that need to be taken (and decisions that need to be made) promptly. With this in mind, this article provides an introduction to some of the key considerations involved in defending against an SEC investigation.
5 Preliminary Questions When Facing an SEC Investigation
In addition to the questions referenced above, there are many more questions that companies need to answer when facing SEC inquiries. Here are five preliminary questions that should be the focus of a company’s initial response efforts in most cases:
1. Why Is the SEC Investigating?
In order to mount any sort of defense, you first need to know why the SEC is investigating. This means that you must determine both (i) what triggered the investigation, and (ii) what allegations are being targeted. If the SEC has issued a subpoena, this may provide some clues. However, generally speaking, it will be necessary to interface with the SEC and conduct an internal audit in order to gain a clear picture of the circumstances at hand (more on this below).
2. Do the Allegations Underlying the Investigation Have Merit?
Defending against substantiated allegations and defending against unsubstantiated allegations are two very different propositions. As a result, before you can focus on building a defense strategy, you first need to focus on determining what your company needs to defend against. Is the SEC’s investigation misguided because the agency doesn’t yet have the whole story? Or, do you need to be thinking about what you might be willing to consider in settlement negotiations with the SEC?
3. What are the Potential Consequences of the Investigation?
In addition to identifying the substantive allegations at issue and assessing their veracity, it is also important to consider the potential consequences of the investigation. This includes not only any possible civil or criminal penalties, but also consequences in terms of reputational harm and shareholder losses. Knowing what is at stake will be crucial for developing an informed defense strategy as well.
4. What is the Current Status of the Investigation?
Another key factor is the current status of the SEC’s investigation. How long has the investigation been ongoing, and how close is the SEC to pursuing civil or criminal enforcement action? All SEC investigations warrant a sense of urgency; but, if prosecutors are waiting in the wings, this is a factor that needs to be brought into play.
5. Does Your Company Need to Take Corrective Action?
In many cases, violations of the Securities Act of 1933, Securities Exchange Act of 1934, and other federal securities laws require corrective action. If your company needs to take corrective action in order to mitigate any potential consequences, you will need to think strategically about how to implement this corrective action without unnecessarily raising red flags for the SEC.
5 Defense Strategies for SEC Investigations
Successfully defending against an SEC investigation requires a strategic and targeted approach. With this in mind, here are five potential defense strategies that may or may not be viable depending upon the specific circumstances presented:
1. Demonstrating Compliance
If your company is in compliance with all pertinent securities laws and SEC regulations, then demonstrating compliance could be the best option. However, it is extremely important not to make any assumptions—no matter how confident you are in your company’s compliance program. Additionally, convincing investigators, agents, and prosecutors that their efforts to date have been wasted isn’t necessarily the easiest thing to do, so companies must have comprehensive documentation of compliance that leaves no room for doubt.
2. Challenging the Source of the Inquiry
In some cases, it can be an effective defense strategy to challenge the source of the inquiry. This is particularly true in whistleblower investigations. If it is possible to demonstrate bias, ill-will, or other cause for questioning the merits of the whistleblower’s allegations, this could be enough to convince the SEC that devoting additional agency resources is unwarranted.
3. Fighting the SEC’s Subpoena
While the grounds for challenging an SEC subpoena are limited, when facing an investigation, all options should be put on the table. If the subpoena is overly broad, unduly burdensome, or requests information that is already in the agency’s possession, then a challenge could be warranted. Even if the challenge does not result in the subpoena being quashed in its entirety, fighting the subpoena could still serve to provide some breathing room and help position the company for a favorable resolution.
4. Negotiating a Pre-Charge Resolution
If it is not possible to entirely avoid penalties based upon the circumstances at hand, then an advisable defense strategy will often be to pursue a negotiated pre-charge resolution. Not only does this provide certainty and limit the company’s potential liability exposure, but it can also help to mitigate against the consequences of public disclosure.
5. Preparing for Court
Of course, in some cases, the best option will be to defend your company (and perhaps yourself) in court. If the SEC will not drop the investigation, and if settling is inadvisable, then at some point defense efforts will need to shift toward preparing to litigate at trial.
5 Steps to Take When Facing an SEC Investigation
So, your company is facing an SEC investigation—what do you need to do? Here are five steps that should be taken as soon as possible upon learning about an SEC inquiry:
1. Intervene in the Investigation
Upon learning of an SEC investigation, it is important to intervene in the investigation promptly. This step, which should be undertaken by the company’s legal counsel, serves two separate and equally-important purposes. First, it serves to slow down the investigative process and allow the company’s legal counsel to start putting checks in place. Second, it allows the company’s legal counsel to gather critical information about the source and scope of the inquiry.
2. Assemble the Defense Team
During an SEC investigation, a company’s defense team should include the company’s outside defense counsel, general counsel, executive leaders, and senior IT personnel. However, with regard to internal defense team members, it is important to ensure that no one involved in the company’s response could potentially be implicated in the SEC’s investigation. The team needs to be organized, and there should be clearly-established roles, reporting structures, and lines of communication.
3. Conduct an Internal Audit
In order to assess the company’s potential exposure (if any), it is necessary to conduct a thorough internal audit. This audit needs to be managed by the company’s counsel in order to preserve the attorney-client privilege, and to ensure that it is sufficiently broad in scope. The purpose of this audit is not to try to confirm compliance or target any particular defense strategy, but rather to gain a clear, comprehensive, and unbiased understanding of any issues that may come to light.
4. Develop a Defense Strategy
After identifying the allegations at issue and determining whether (and to what extent) any exposure may exist, then it is time to develop a defense strategy. This defense strategy should factor in all pertinent considerations, and it should be malleable so that any unexpected developments during the investigation can be taken into account.
5. Execute Your Company’s Defense
With a defense strategy in place, it is time to execute. Effective execution is vital, and this is one area in particular where it pays to have outside defense counsel with specific experience handling SEC investigations. Should your company adopt an aggressive posture? Or, is a more conciliatory approach warranted? Is there an opportunity to pursue a pre-charge resolution, or is it time to focus on avoiding an indictment or preparing for trial? Here too, there are a lot of questions that require strategic consideration, and decisions need to be made based on the specific legal and factual issues at hand.

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PHILADELPHIA and CLEVELAND, May 4, 2021 /PRNewswire/ — The investor rights lawyers at the Goldman Scarlato & Penny PC law firm (“GSP”) have filed claims for compensation on behalf of investors in Cobalt Sports Capital, a business co-founded and promoted by Tyler Tysdal.
In December 2019, Tysdal and an associate were criminally indicted for 64 counts of securities fraud in connection with their Cobalt business. The criminal case, which is pending, followed a regulatory action against Tysdal and others by the Securities and Exchange Commission (“SEC”), in September 2019. The SEC and the Colorado prosecutors accused Tysdal and others of misusing Cobalt investor money, among others.
In their case, the Cobalt investors alleged that the respondent, a Colorado-based investment advisory firm, failed to conduct adequate due diligence before recommending the Cobalt investments to its customers. The Cobalt investors further allege that, upon Cobalt’s collapse, the advisory firm failed to advise them of its own liability for the allegedly negligent due diligence, and instead urged the investors to do nothing and allow the firm to pursue claims on their behalf, in an attempt to conceal its own responsibility for the investors’ losses.
The Cobalt investors are represented by Goldman Scarlato & Penny investor rights lawyers, who have been in touch with Cobalt investors for months, have collected a considerable volume of records, and have spoken with individuals with knowledge. They encourage any individuals with knowledge of the facts surrounding Cobalt to contact them with useful information. The case was filed in AAA arbitration, case no. 012100036689 (2021).
What Cobalt Investors May Do
Cobalt investors may contact attorney Shawn Rexroad or his colleagues for a free, no-obligation evaluation of their options or to provide information, toll free at 888-998-0530 or [email protected].
The GSP lawyers typically work on a contingency fee basis, advance case expenses, and only seek payment for their fees and expenses if and when they obtain compensation for their clients. They bring decades of experience between them in investigating and litigating investment fraud and misconduct cases in courts and arbitration tribunals throughout the country.
Visit https://investorlawyers.org for more information about the firm and GSP attorneys’ background and admissions to practice law. This release may be deemed to include Attorney Advertising. There has been no finding of liability as to the allegations herein.

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Law360, New York (May 4, 2021, 5:14 PM EDT) — Former Nxt-ID Inc. CEO Gino Pereira avoided prison Tuesday for bribing stock brokers to purchase shares of the tech concern on behalf of unwitting investors, after a Brooklyn federal judge cited his cooperation with prosecutors.U.S. District Judge Pamela K. Chen heard that Pereira received a letter from the Brooklyn U.S. attorney’s office taking notice of his cooperation, and she declined to impose a roughly 2.5-year sentence contemplated by official guidelines.”I don’t think [he] was a very enthusiastic participant,” said the judge, who also cited his remorse at a virtual sentencing hearing.

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WASHINGTON, May 04, 2021 (GLOBE NEWSWIRE) — Global investment firm The Carlyle Group Inc. (NASDAQ: CG) (“Carlyle”) priced its offering of $400 million aggregate principal amount of 4.625% subordinated notes due 2061 issued by Carlyle Finance L.L.C., its indirect subsidiary. Carlyle also granted the underwriters an option to purchase up to an additional $60 million aggregate principal amount of notes within 30 days from the date hereof. The notes will be fully and unconditionally guaranteed by Carlyle and its indirect subsidiaries Carlyle Holdings I L.P., Carlyle Holdings II L.L.C., CG Subsidiary Holdings L.L.C. and Carlyle Holdings III L.P. The offering is expected to close on May 11, 2021, subject to customary closing conditions. Carlyle intends to use the net proceeds from the sale of the notes for general corporate purposes.
Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting as joint book-running managers for the offering.
The offering is being made pursuant to an effective shelf registration statement, as amended (Registration No. 333-236397) on file with the U.S. Securities and Exchange Commission (the “SEC”). The offering is being made by means of a prospectus and related prospectus supplement only. An electronic copy of the prospectus supplement, together with the accompanying prospectus, is available on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus supplement and accompanying prospectus may be obtained by contacting the joint book-running managers: Morgan Stanley & Co. LLC toll-free at 1-866-718-1649; BofA Securities, Inc. toll-free at 1-800-294-1322; Citigroup Global Markets Inc. toll-free at 1-800-831-9146 and J.P. Morgan Securities LLC at 1-212-834-4533.
This press release shall not constitute an offer to sell or a solicitation of an offer to purchase the notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
About The Carlyle Group
The Carlyle Group (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across three business segments: Global Private Equity, Global Credit and Investment Solutions. With $260 billion of assets under management as of March 31, 2021, Carlyle’s purpose is to invest wisely and create value on behalf of its investors, portfolio companies and the communities in which we live and invest. The Carlyle Group employs more than 1,800 people in 29 offices across five continents.
Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our liquidity and capital resources, contingencies, our dividend policy, our expected future dividend policy, the anticipated benefits from converting to a corporation and other non-historical statements. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks, uncertainties and assumptions. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements including, but not limited to, those described under the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 11, 2021, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in our filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.
This release does not constitute an offer for any Carlyle fund.
Contacts:
Public Market Investor Relations                                                Daniel Harris                                Phone: +1 (212) 813-4527                        [email protected]                
MediaLeigh FarrisPhone: +1 (212) [email protected]
OR
Brittany BerlinerPhone: +1 (212) 813-4839brittany.berliner@carlyle.

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