On June 27, 2024, the Supreme Court issued its decision in SEC v. Jarkesy, holding that the Seventh Amendment right to a jury trial applies to enforcement actions seeking civil penalties for alleged violations of the...more
7/1/2024
/ Administrative Authority ,
Administrative Law Judge (ALJ) ,
Administrative Proceedings ,
Constitutional Challenges ,
Enforcement Actions ,
Jury Trial ,
SCOTUS ,
SEC v Jarkesy ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Regulation ,
Seventh Amendment
This month the SEC secured a jury trial victory in its much-discussed “shadow trading” case in SEC v. Panuwat. As we have described in a prior alert, the term “shadow trading” has been used to refer to trading in the...more
On December 27, 2022—nearly 18 months after hearing oral arguments—the Second Circuit issued its new opinion in United States v. Blaszczak, an important insider trading case involving the misappropriation of confidential...more
1/27/2023
/ Confidential Information ,
Fiduciary Duty ,
Government Property ,
Illegal Tipping ,
Insider Trading ,
Material Nonpublic Information ,
Non-Public Information ,
Personal Benefit ,
Rule 10b-5 ,
Securities Exchange Act ,
Securities Fraud ,
Securities Violations
The Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC) recently announced enforcement actions that reflected sweeping, and previously unarticulated, views of their respective...more
10/12/2022
/ CFTC ,
Decentralized Autonomous Organization (DAO) ,
Designated Contract Markets (DCMs) ,
Digital Assets ,
Enforcement Actions ,
Extraterritoriality Rules ,
Futures Commission Merchants (FCMs) ,
Initial Coin Offering (ICOs) ,
Jurisdiction ,
Regulatory Agenda ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Violations
The Securities and Exchange Commission’s (SEC or Commission) actions in 2021 demonstrate that insider trading remains a key enforcement priority. While the absolute number of insider trading enforcement actions brought by the...more
12/28/2021
/ 10b5-1 Plans ,
Affirmative Defenses ,
Corporate Governance ,
Dark Web ,
Enforcement Actions ,
Enforcement Priorities ,
Fraud ,
Insider Trading ,
Internal Controls ,
Market Participants ,
Material Nonpublic Information ,
Proposed Amendments ,
Proposed Legislation ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Securities Violations ,
Share Price
On December 15, the same day it proposed amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) that may blunt the use of the affirmative defense for insider trading, the Securities and Exchange...more
12/28/2021
/ Amended Regulation ,
Closed-End Funds ,
Comment Period ,
Corporate Issuers ,
Disclosure Requirements ,
Foreign Issuers ,
Foreign Private Issuers ,
Form 10-K ,
Form 10-Q ,
Investment Funds ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Share Buybacks ,
Stock Repurchases
In June 2021, Chairman Gary Gensler of the Securities and Exchange Commission (SEC) expressed the view that it was time to “freshen up” Exchange Act Rule 10b5-1 - the rule that provides an affirmative defense to claims of...more
12/28/2021
/ 10b5-1 Plans ,
Disclosure Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions ,
Trading Policies
This spring, the Second Circuit will revisit its highly consequential insider trading decision in United States v. Blaszczak. The case is one to watch, as it has the potential to impact how the government approaches...more
On January 20, 2021, White House Chief of Staff Ron Klain issued a memorandum ordering a temporary freeze of new or pending rules in order “to ensure that the President’s appointees or designees have the opportunity” to...more
On December 30, 2019, the Second Circuit issued a consequential insider trading decision in United States v. Blaszczak. In Blaszczak, the Second Circuit faced the question whether the “personal benefit” test set forth in...more
1/8/2020
/ Administrative Proceedings ,
Appeals ,
Centers for Medicare & Medicaid Services (CMS) ,
Criminal Code ,
Criminal Convictions ,
Criminal Prosecution ,
Dirks v SEC ,
Enforcement Authority ,
Hedge Funds ,
Insider Trading ,
Legislative Agendas ,
Material Nonpublic Information ,
Personal Benefit ,
Rule 10(b) ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Wire Fraud
Last week, a large, bipartisan majority of the US House of Representatives passed a bill that would explicitly codify a ban on insider trading, with 410 votes in favor of the bill and 13 against (12 Republicans and one...more
12/13/2019
/ Bipartisan Agreement ,
Illegal Tipping ,
Insider Trading ,
Martoma ,
Pending Legislation ,
Personal Benefit ,
Proposed Amendments ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
US v Newman ,
US v Salman
On April 30, 2019, the D.C. Circuit issued an important decision in Robare Group, Ltd. v. SEC, Slip Op. No. 16-1453, which rejected the long-standing approach of the Securities and Exchange Commission (Commission or SEC) that...more
Insider trading has frequently been splashed across headlines in recent months, with a congressman, an NFL player, a comedy writer, and a Silicon Valley executive all facing charges. In the background of these headlines are...more
5/15/2019
/ Appeals ,
Dirks v SEC ,
Fiduciary Duty ,
Illegal Tipping ,
Insider Trading ,
Martoma ,
Material Nonpublic Information ,
Personal Benefit ,
Petition for Writ of Certiorari ,
Rule 10b-5 ,
Sarbanes-Oxley ,
Securities Exchange Act ,
Securities Fraud ,
US v Newman ,
US v Salman
In 2011, pursuant to authority granted under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Securities and Exchange Commission (SEC or Commission) adopted rules implementing the whistleblower provisions of...more
The election of Donald Trump as the next President and the continued Republican control of Congress raise questions as to what changes may be expected at the Securities and Exchange Commission (SEC or Commission) and what may...more
Last week, the SEC's Office of Compliance Inspections and Examinations (“OCIE”) issued a Risk Alert regarding examinations of investment adviser and broker-dealer registrants' compliance with key whistleblower provisions...more
The SEC recently published data showing significant increases in tips received under its Dodd-Frank Whistleblower Program. Released on November 16, the 2015 annual report also provided important guidance to companies on the...more
September 10, 2015, in a 2-1 decision in Berman v. Neo@Ogilvy LLC, the US Court of Appeals for the Second Circuit ruled that whistleblowers who report securities law violations internally but not to the US Securities and...more
9/16/2015
/ Adverse Employment Action ,
Chevron Deference ,
Chief Compliance Officers ,
Dodd-Frank ,
Internal Reporting ,
Retaliation ,
Rule 21F ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Whistleblower Protection Policies ,
Whistleblowers
On April 1, the US Securities and Exchange Commission issued—in a settled administrative proceeding—a cease-and-desist order in In the Matter of KBR, Inc., directing that the respondent cease violating Commission Rule...more