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US Supreme Court to Consider Registrant’s Liability for Non-Disclosure Under Item 303 of Regulation S-K

On March 27, 2017, the United States Supreme Court granted a petition for a writ of certiorari to resolve a circuit split on whether corporate issuers’ disclosure obligation under Item 303 of SEC Regulation S-K can be an...more

Fifth Annual Report Reviews Global Antitrust Developments

Shearman & Sterling’s 2017 Antitrust Annual Report reflects our lawyers’ experience and insights on key antitrust risks affecting our clients’ businesses. Please see full Report below for more information....more

Sanctions Round Up: Fourth Quarter 2016 and President Donald J. Trump

On November 8, 2016, Donald John Trump was elected the 45th President of the United States. Following fiery criticism of the Obama Administration’s sanctions policies, including the Iran deal, the lifting of substantial parts...more

Shearman & Sterling’s Recent Trends and Patterns in the Enforcement of the Foreign Corrupt Practices Act (FCPA)/FCPA Digest -...

Shearman & Sterling’s bi-annual Trends & Patterns in FCPA Enforcement report provides insightful analysis of recent enforcement trends and patterns in the US, the UK and elsewhere, as well as helpful guidance on emerging best...more

Iran Sanctions: OFAC Provides—at Least for Now—Assurances of a Wind-Down Period in Case of Snap-Back

On December 15, 2016, the Office of Foreign Assets Control revised its Frequently Asked Questions guidance that concerns the re-imposition of sanctions in the event of a sanctions snapback under the Joint Comprehensive Plan...more

Supreme Court Affirms That Pecuniary Benefit Not Required For Family Member Tips, But Declines to Address What Constitutes a...

Yesterday, the United States Supreme Court issued a unanimous, but narrow, ruling in Salman v. United States, regarding criminal tipper/tippee liability for insider trading, which the Supreme Court had not significantly...more

Ramifications of US Election for International Sanctions

Yesterday’s election has significant implications for international sanctions, particularly with respect to Iran, Cuba, and Russia. Although we do not want to be unduly alarmist, President-elect Trump’s statements on the...more

Second Circuit Accepts Controversial “Inflation-Maintenance” Theory of Securities Fraud Liability

In so-called “price maintenance” securities fraud cases, plaintiffs argue that a misrepresentation that does not cause a stock’s price to rise can nevertheless be actionable under Section 10(b) of the Securities Exchange of...more

D.C. Circuit Upholds Constitutionality of SEC Administrative Proceedings

On August 9, 2016, a three-judge panel of the United States Court of Appeals for the District of Columbia Circuit issued Lucia v. SEC, a significant decision that holds that the Securities and Exchange Commission’s (“SEC” or...more

Securities Enforcement: 2016 Mid-Year Review

The Securities and Exchange Commission (the SEC or the Commission) brought over 400 enforcement actions in the first half of 2016 and is on pace to surpass its record of 807 enforcements actions in a single fiscal year, which...more

Two Recent Second Circuit Decisions Provide Opportunity for Supreme Court to Address Whether American Pipe Tolling Extends to...

The tolling rule established by the Supreme Court in American Pipe & Construction Co. v. Utah generally provides that the commencement of a class action in federal court suspends the applicable statute of limitations for all...more

NYS Department of Financial Services Outlines Requirements for Transaction Monitoring and Filtering Programs of NY State-Licensed...

On June 30, 2016, the New York State Department of Financial Services (“NYSDFS”) adopted a final regulation outlining the attributes of a risk-based transaction monitoring and filtering program that certain New York...more

Second Circuit Holds a National Bank’s Citizenship Is Determined Exclusively by Location of Main Office, Not Principal Place of...

For purposes of assessing the existence of federal subject matter jurisdiction based on diversity of citizenship, national banking associations—i.e., corporate entities chartered not by any State, but by the Office of the...more

Eleventh Circuit Rules Disgorgement Subject to Five-Year Limitations Period, Ruling Against SEC

On May 26, 2016, a three-judge panel of the United States Court of Appeals for the Eleventh Circuit issued SEC v. Graham, a significant decision that, at least in the Eleventh Circuit, limits the ability of the Securities and...more

Second Circuit Reaffirms Its View That Extender Statutes Supersede Statutes of Repose

The Financial Institutions Reform, Recovery, and Enforcement Act (“FIRREA”) includes a so-called Extender Statute prescribing the limitations period for actions brought by the Federal Deposit Insurance Corporation (“FDIC”) as...more

Second Circuit Holds Sarbanes-Oxley’s Five-Year Statute of Repose Applies to Claims Under Sections 9(f) and 18(a), but Re-Affirms...

Twenty-five years ago, in Ceres Partners, the Second Circuit held that the implied private right of action under Section 14 of the Securities and Exchange Act of 1934 (“Exchange Act”) was subject to a three-year repose...more

To Self-Report or Not to Self-Report, That Remains the Question After the Justice Department’s Latest Effort to Encourage...

On April 5, 2016, the United States Department of Justice, Criminal Division, Fraud Section launched a one-year Pilot Program that invites companies to self-report potential violations of the Foreign Corrupt Practices Act...more

Second Circuit Stresses Control, Not Attribution, In Applying Janus’s “Ultimate Authority” Test, And Also Allows Expert Testimony...

In Janus Capital, the Supreme Court established the “ultimate authority” test to determine who may be liable under Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) as a “maker” of a materially misleading...more

Sanctions Round Up First Quarter 2016

OFAC amends the Cuban Assets Control Regulations to ease Cuban sanctions in response to President Obama’s policy changes announced on December 17, 2014. These revisions have major implications for the banking and financial...more

CFTC’s Publication of Largest Whistleblower Award Follows Increased Focus on Whistleblowing Initiatives

On April 4, 2016, the U.S. Commodity Futures Trading Commission (“CFTC”) announced the issuance of a whistleblower award of more than $10 million for original information that it said led to a major enforcement action over...more

Second Circuit’s First Published Opinion Applying Omnicare Adopts Strong Contextual Approach to Opinion Statement Liability

In Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S.Ct. 1318 (2015) (“Omnicare”), the Supreme Court pronounced the standard for determining whether a statement of opinion is actionable...more

Some Observations on the Impact of Justice Scalia’s Death on Pending Business Cases

Justice Antonin Scalia’s recent passing leaves the United States Supreme Court with eight active members. The timetable for the nomination and confirmation of his successor is unknown and currently the subject of a political...more

Securities Enforcement 2015 Year-End Review

The Securities and Exchange Commission (the SEC or the Commission) filed a record 807 enforcement actions in fiscal year 2015, 52 more than it filed in 2014. It also set a record by obtaining approximately $4.2 billion in...more

Sanctions Round-Up: Fourth Quarter 2015 and “Implementation Day”

The International Atomic Energy Agency certifies that Iran had complied with all nuclear-related requirements of the Joint Comprehensive Plan of Action leading to the end of United States sanctions against the country...more

Navigating Iran Sanctions After Implementation Day

Although the United States, the European Union, and the United Nations lifted a number of sanctions targeting Iran on January 16, 2016 (“Implementation Day”) in accordance with the terms of the recent Iran nuclear deal, the...more

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