SecuGen Corporation is pleased to announce the release of the FDx SDK Pro for the Android Operating System. This new Software Developer Kit (SDK) enables software developers to add fingerprint authentication to their Android based software running on ARM tablets and smart phones. This Android SDK incorporates SecuGen’s MINEX certified, FIPS 201/PIV compliant template extraction and matching algorithms.SecuGen makes its 1:1 SDKs, such as the new Android SDK, available for free via download from the SecuGen website.
Mobile computing is a rapidly growing platform for delivering a wide variety of applications including applications that demand high levels of security such as, finance, health care and medical records, as well as government services. SecuGen’s Hamster IV and Hamster Plus fingerprint readers, along with the iD-USB SC and iD-USB SC/PIV dual mode fingerprint and smartcard readers are sold through reseller partners worldwide. SecuGen’s products are widely recognized for being rugged, accurate and affordable.
Dan Riley, Vice President of Engineering for SecuGen said, “We are very excited to be able to offer Android compatibility for our fingerprint readers. Our partners have been asking for this and our role, as always, is to provide them with the tools that they need. The Android SDK is one of several exciting new products that we will be bringing to market in 2013.”
Won Lee, CEO of SecuGen added, “We are very pleased to offer our partners the new Android SDK. We work tirelessly to provide the tools that our partners need to succeed. Today mobile computing has become a ubiquitous platform for a broad range of rtls. We are proud to be able to deliver to our partners the ability to leverage that platform.”
If so, you ought to be very worried about a pair of developments in the last week that offer a theoretical framework to end shareholder class actions. If, on the other hand, you're of the view that shareholder litigation is merely a transfer of wealth from corporations to plaintiffs' lawyers, with little actual return to investors, you might want to start thinking about how to use the new rulings to stop that from happening.
Let's look first at the U.S. Supreme Court's 5-3 decision last week in American Express v. Italian Colors. That case, as you know, was brought by small businesses that believed American Express was abusing its monopoly in the charge card market by requiring them also to accept Amex credit cards carrying higher fees than competing credit cards. The Supreme Court said that even though the merchants had statutory antitrust rights under the Sherman Act, they had given up their right to sue Amex as a class when they signed arbitration agreements barring such suits. It was of no matter, the majority said, that the cost of arbitrating an individual antitrust claim would dwarf the recovery of any single small business: The merchants signed contracts that included arbitration clauses and those contracts bound them. (Or, as Justice Elena Kagan put it in a memorable dissent: "Here is the nutshell version of today's opinion, admirably flaunted rather than camouflaged: Too darn bad.")
The Amex ruling immediately drew the ire of consumer and employment rights advocates, who argued that it gives corporations the power effectively to insulate themselves against all sorts of legitimate claims by cutting off escape routes from class action waivers in mandatory arbitration clauses. But what about shareholders? In a very smart column on Monday, Kevin LaCroix of D&O Diary raised the question of Amex's potential impact on securities fraud and shareholder derivative class actions. Does the court's ruling, he asked, mean that "the broad enforceability of arbitration agreements reaches far enough to include the enforceability of arbitration agreements and class action waivers in corporate articles of incorporation or by-laws?"
Why shouldn't it, after all? Shareholders sue corporations and corporate boards under a pair of laws passed in the 1930s, meaning that their federal statutory rights are no more powerful than those of the merchants who tried to sue Amex under the Sherman Act. So why can't corporations, as LaCroix suggests, impose mandatory arbitration and class action waivers on shareholders?
They may well be able to under this Supreme Court, Duke law professor James Cox told me Tuesday. Cox said he believes that sooner than later, some private start-up or company engaged in an initial public offering will include a mandatory arbitration provision in its corporate charter. The company will have to be able to show that shareholders consented to the provision, just as the merchants in the Amex case agreed to mandatory arbitration, Cox said, "but I could easily imagine this court fantasizing that when you buy shares of the company, you consent."
What about the Securities and Exchange Commission? When the private equity fund Carlyle floated the idea of shareholder arbitration in an IPO in 2012, the SEC quietly objected and Carlyle ended up dropping the proposal. Though the SEC has never permitted the IPO of a company with a mandatory arbitration clause, Cox told me he believes the SEC "has limited power" to block such provisions if a corporation really wants to litigate the issue up to the Supreme Court.
Doomsday has not yet arrived for shareholder litigation, and perhaps it never will. Another Harvard law professor, Jesse Fried, cautioned in an email that forum selection by-laws are "very different animals from arbitration provisions, especially when the shareholders can change the by-laws if they are really unhappy about them." Strine's ruling Tuesday included a caveat noting that forum selection by-laws regulate just where suits are brought, not what suits shareholders may bring (nor, by extension, whether they can bring suits at all). Fried and Coates both told me that Delaware courts will question whether mandatory shareholder arbitration clauses are consistent with a board's fiduciary duties to shareholders. Fried added that corporate defense lawyers may also be philosophically (and financially) opposed to moving shareholder claims to arbitration; Coates posited that corporations may prefer to resolve shareholder claims through class actions rather than through endless individual arbitrations. (I have my doubts on that score.)
Opponents of mandatory shareholder arbitration can also point to specific laws as evidence that Congress intended shareholder claims to be litigated on a classwide basis, including the Private Securities Litigation Reform Act and the Securities Litigation Uniform Standards Act, both of which assume that shareholders will litigate as a class. The Supreme Court, moreover, has not (to my knowledge) suggested diverting shareholder claims to arbitration, even though it has spent a lot of time in the last couple of years tinkering with the mechanics of securities class actions. For that matter, the court's securities rulings haven't been nearly as hard on plaintiffs as some of the court's other class action decisions.
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