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Mary Weeks

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Mary Weeks represents corporations and their directors and officers in complex commercial and securities litigation. Clients turn to her for guidance when facing allegations of fraud, breach of fiduciary duty, or corporate governance disputes.

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Background

Under Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Congress expanded protections for whistleblowers reporting possible violations of federal securities laws to the Securities and Exchange Commission (SEC).[1] Specifically, the statute established certain financial incentives and confidentiality guarantees for whistleblowers reporting potential violations of securities laws. In 2011, the SEC implemented rules (as subsequently amended) regarding the Dodd-Frank whistleblower program. Under SEC Rule 21F-17(a), no person may take an action to impede an individual from communicating directly with the SEC about possible securities law violations, including by enforcing or threatening to enforce confidentiality agreements with respect to such communications (subject to certain limited exceptions).

In a long-awaited decision in SEC v. Ripple Labs, Inc., U.S. District Judge Analisa Torres of the Southern District of New York held that Ripple Labs, Inc.’s (Ripple) XRP token is not, in and of itself, a security requiring registration. Although the decision is being regarded by many as a victory for both Ripple and the crypto industry, the nuances in the decision may result in an appeal from both sides.

A contentious divide in the leadership of Republic First Bancorp, Inc. (Republic First) has now resulted in a third lawsuit against the company, this one filed by shareholders. Early last year, Republic First’s eight-person board of directors was evenly split into two camps: one led by former Republic First CEO, Vernon Hill, II, and another led by Harry Madonna, who had been CEO of Republic First prior to Hill. The two groups held conflicting views on the future of Republic First, with Hill’s faction seeking an expansion of retail banking operations and Madonna’s in favor of selling the company. The dispute between the two groups quickly became a public issue as Madonna’s group of directors issued a press release in March of 2022 accusing Hill and his associates of self-dealing and mismanagement. As a result of the letter, Republic First’s independent auditor expressed concerns about its forthcoming work with the company, and Republic First was unable to file its Form 10-K for the 2021 fiscal year until those concerns were addressed and the audit completed.