新疆某上市公司（下称“公司”）因信息披露违规被中国证监会行政处罚，引发众多股民对公司提起证券虚假陈述民事赔偿诉讼（下称“本案”），金杜代理公司应诉。近期，新疆某中级法院就本案作出一审判决，驳回股民全部诉讼请求。

本案系典型的证券虚假陈述民事赔偿诉讼。该类案件因涉及股民众多、索赔金额高、专业性强，往往引发资本市场高度关注。从以往的案例来看，上市公司被行政处罚后引发的股民诉讼，法院判决驳回原告全部诉讼请求的案例极为罕见。本案中，金杜基于以往处理类似案件的丰富经验和专业把握，针对本案的案情特点，有针对性地提出了上市公司不应承担股民损失的答辩意见，最终得到法院支持。这是金杜代理上市公司成功应对股民提起证券虚假陈述民事赔偿诉讼的又一经典案例。

案情简介

2014年7月，中国证监会作出《行政处罚决定书》，认定公司连续多年虚构购销业务，虚增业务收入与成本，虚增或者虚减利润，导致公司2006年至2011年年报存在信息披露违规问题。

截止目前，本案共有70余名股民对公司提起证券虚假陈述民事赔偿诉讼，此外，还有批量股民以律师函的方式向公司进行索赔。

本案主要争议焦点及金杜整体应对思路

The unanimous decision by the Full Court of the Federal Court in Templeton v Australian and Securities Investments Commission [2015] FCAFC 137 confirms that the concept of proportionality is a well-recognised factor in considering the question of reasonable remuneration for an insolvency practitioner, and that, in assessing a remuneration claim, the Court can take into account the quality and complexity of the work as well as the value and nature of any property dealt with and the time reasonably spent.

On 5 October 2011 Justice Barrett of the Supreme Court of NSW handed down a decision in Centro Retail Limited and Centro MCS Manager Limited in its capacity as Responsible Entity of the Centro Retail Trust [2011] NSWSC 1175 (“Centro”) where he found that the responsible entity of Centro Retail Trust would be justified in modifying the constitution of the trust without unitholder approval to a insert a provision permitting the issue of units at a price different to that provided for by the pre-existing provisions.

1. Purpose

This client briefing has been prepared in order to assist directors of companies which have listed debt securities on The International Stock Exchange (TISE or theExchange) pursuant to the listing rules (the Listing Rules) of The International Stock Exchange Authority Limited (the Authority). The Listing Rules are available on TISE's website.

Hopefully you have received previous updates from us in relation to the Channel Islands Stock Exchange (CISX) and the proposed restructuring of the CISX.

Guernsey scheme of arrangement

I am pleased to confirm that we now have confirmation that the restructure of the CISX by way of a scheme of arrangement was approved by the Royal Court in Guernsey last Friday.

Under the BVI Business Companies Act, 2004 (the “Act”) there are two types of court supervised arrangements.

Liquidators were appointed over Fairfield Sentry Limited, Fairfield Sigma Limited and Fairfield Lambda Limited (together “the Funds”) by orders of the BVI High Court dated 21 July 2009, 21 July 2009 and 23 April 2009 respectively. Fairfield Sentry Limited was the largest “feeder” fund to Bernard L Madoff Investment Securities LLC (“BLMIS”) and invested approximately 95% of its assets with BLMIS. BLMIS was placed into liquidation proceedings in the United States in December 2008, after it was revealed that Bernard Madoff operated BLMIS as a Ponzi scheme for many years.

In a significant expansion of the potential risk for distressed claims traders, the Delaware bankruptcy court has recently ruled¹ that traders who engage in insider trading may have their claims subordinated to equity, and that traders who amass claims sufficient to block a plan of reorganization owe fiduciary duties to all other creditors and shareholders during plan negotiations.

In a client advisory sent by our office a few months ago, we described a decision in the Madoff saga in which the District Court for the Southern District of New York (the Court) closed off a potential avenue of significant recovery for the Madoff Trustee (the Trustee) and the Ponzi scheme victims by denying the Trustee standing to pursue certain claims against feeder funds – firms that sent investors’ funds to Madof

The United States Bankruptcy Court for the Southern District of New York has lifted the automatic stay in bankruptcy to permit D&O and E&O insurers to advance or reimburse insured directors,’ officers’ and employees’ reasonable defense costs incurred in underlying litigation arising out of the insured company’s collapse.  In re MF Global Holdings Ltd., et al., No. 11-15059 (MG) (Bankr. S.D.N.Y. Apr. 10, 2012)