Tanya Dmitronow

Tanya Dmitronow

Proskauer Rose LLP

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Joshua Newville Discusses Amendments to Rules Governing SEC Administrative Proceedings with Compliance Week

Last month, the SEC announced that it had adopted amendments updating the rules of practice governing its in-house administrative proceedings. On August 9, 2016, Compliance Week published an article on the recently-adopted...more

8/19/2016 - Administrative Proceedings New Amendments Rules of Practice SEC

Seventh Circuit Adopts Trulia Standard for Disclosure-Only Settlements

Last week, in an opinion authored by Judge Richard Posner, the U.S. Court of Appeals for the Seventh Circuit rejected a proposed class-action settlement arising from Walgreen Co.’s acquisition of the Swiss-based pharmacy...more

8/18/2016 - Acquisitions Attorney's Fees Class Action Disclosure Settlement Fiduciary Duty Mergers Proxy Statements Settlement Shareholder Approval Shareholder Litigation Shareholder Votes Supplemental Disclosures Walgreens

Key Takeaways from SEC/DOJ Enforcement Panel

Last week, representatives of the U.S. Securities and Exchange Commission (“SEC”) and the U.S. Department of Justice (“DOJ”) participated in Sandpiper Partners LLC’s Annual SEC/DOJ Enforcement 2016 Panel at the Metropolitan...more

5/25/2016 - Attorney-Client Privilege Cooperation Cyber Crimes Dodd-Frank DOJ Enforcement Actions Insider Trading SEC US v Newman Virtual Currency Whistleblowers Yates Memorandum

California Federal Court Holds That U.S. Securities Laws Do Not Apply to Unsponsored, Unlisted ADRs

The U.S. District Court for the Central District of California held on May 20, 2016 that the federal securities laws do not apply to U.S. transactions in unlisted, unsponsored American Depositary Receipts (ADRs) for a foreign...more

5/25/2016 - Accounting Fraud Application of Foreign Laws Comity Foreign Issuers Forum Non Conveniens Investors Japan Morrison v National Australia Bank Motion to Dismiss Over-the-Counter Sales Putative Class Actions Toshiba

Supreme Court Clarifies Jurisdiction Under Securities Exchange Act

On May 16, 2016, the U.S. Supreme Court ruled that the provision of the Securities Exchange Act of 1934 granting federal district courts exclusive jurisdiction over suits brought to enforce the Exchange Act is subject to the...more

5/17/2016 - 28 USC 1331 Exclusive Jurisdiction Federal Jurisdiction Financial Institutions Merrill Lynch Merrill Lynch v Manning Regulation SHO SCOTUS Securities Exchange Act

Second Circuit Reinforces Liability Standard in Securities Cases Based on Statements of Opinion

The U.S. Court of Appeals for the Second Circuit reinforced the stringency of the new standard for liability in securities cases arising from allegedly misleading statements of opinion. Construing the Supreme Court's 2015...more

3/9/2016 - Corporate Issuers Investors Material Misrepresentation Misleading Statements Omissions Omnicare v Laborers District Council SCOTUS Securities Litigation Statement of Opinion

Eleventh Circuit Considers Challenge to SEC Administrative Proceedings

Recently, in the consolidated cases of Charles Hill, Jr. v. SEC (No. 15-12831) and Gray Financial Group, Inc. v. SEC (No. 15-13738), the U.S. Court of Appeals for Eleventh Circuit heard oral argument on the question of...more

3/7/2016 - Administrative Proceedings ALJ Bebo v SEC SEC Securities Litigation Subject Matter Jurisdiction

Delaware Court of Chancery Rejects Another Disclosure-Only M&A Settlement and Warns of “Increasingly Vigilant” Scrutiny

The Delaware Court of Chancery dealt another blow to disclosure-only settlements of merger litigation and refused to approve a proposed class-action settlement arising from Zillow, Inc.'s acquisition of Trulia, Inc. ...more

1/25/2016 - Attorney's Fees Class Action Corporate Counsel Disclosure-Based Settlements Mergers Preliminary Injunctions Shareholder Litigation Stock Deals Supplemental Disclosures Trulia Zillow

Second Circuit Rejects Riley Appeal over Personal-Benefit Standard for Insider Trading

The Second Circuit last week affirmed the conviction of a former corporate executive on charges of insider trading. The court’s unpublished decision on January 14 in United States v. Riley held that the Government had...more

1/20/2016 - Insider Trading Jury Instructions Material Nonpublic Information Personal Benefit Quid Pro Quo Tippees US v Newman

Supreme Court to Review Insider-Trading Decision on Personal Benefit

On January 19, 2016, the Supreme Court agreed to review the Court of Appeals for the Ninth Circuit's decision concerning the "personal benefit" required to establish a claim for insider trading. The grant of certiorari in...more

1/20/2016 - Certiorari Dirks v SEC Fiduciary Duty Insider Trading Material Nonpublic Information Personal Benefit SCOTUS Split of Authority Tippees

D.C. Circuit Joins Seventh Circuit in Rejecting Court Challenges to Pending SEC Administrative Enforcement Proceedings

The U.S. Court of Appeals for the District of Columbia Circuit held today that federal District Courts do not have subject-matter jurisdiction to entertain challenges to ongoing SEC administrative enforcement proceedings. A...more

9/30/2015 - Administrative Proceedings Article III De Novo Standard of Review Due Process Enforcement Equal Protection Judicial Review Non-Delegation Doctrine Preemption SEC Separation of Powers Standing Subject Matter Jurisdiction

Seventh Circuit Rejects Court Challenge to Pending SEC Administrative Enforcement Proceeding

The U.S. Court of Appeals for the Seventh Circuit held yesterday that federal District Courts do not have subject-matter jurisdiction to entertain challenges to ongoing SEC administrative enforcement proceedings where the...more

8/27/2015 - Article II Bebo v SEC Cease and Desist De Novo Standard of Review Dodd-Frank Due Process Enforcement Actions Equal Protection Fifth Amendment SEC Subject Matter Jurisdiction

Ninth Circuit Disagrees with Second Circuit on Personal-Benefit Requirement for Insider Trading

The U.S. Court of Appeals for the Ninth Circuit appears to have rebuffed aspects of the Second Circuit's recent effort to narrow liability for insider trading. The Ninth Circuit's decision today in United States v. Salman...more

7/7/2015 - Appeals Breach of Duty Confidential Information Disclosure Fiduciary Duty Insider Trading Material Nonpublic Information Personal Benefit Quid Pro Quo Tippees

Delaware Senate Passes Bill Prohibiting Bylaws on Fee Shifting

Tuesday, the Delaware Senate passed legislation prohibiting publicly-traded corporations from adopting bylaws that force shareholders to pay legal fees if they bring internal corporate claims against the company in court and...more

5/14/2015 - Attorney's Fees Bylaws Corporate Counsel Delaware General Corporation Law Fee-Shifting New Legislation

Delaware Legislature to Consider New Fee-Shifting Legislation

On April 29, 2015, Senator Bryan Townsend introduced legislation that would amend the Delaware General Corporation Law (DGCL) to ban fee-shifting bylaws for Delaware stock corporations (non-stock corporations would continue...more

5/7/2015 - Bylaws Delaware General Corporation Law Fee-Shifting Forum Selection Legislative Agendas

Third Congressional Proposal to Define Insider Trading

On March 25, 2015, U.S. Representative Jim Himes introduced the Insider Trading Prohibition Act. The bill is the latest in a series of efforts to define insider trading following the Second Circuit’s decision last year in...more

3/30/2015 - Insider Trading Material Nonpublic Information Proposed Legislation Securities Exchange Act US v Newman

Supreme Court Clarifies Liability for Statements of Opinion in Registration Statements

The U.S. Supreme Court ruled today that a statement of opinion in a registration statement cannot be actionable as a misstatement of fact under § 11 of the Securities Act of 1933 if the issuer actually believed the opinion...more

3/25/2015 - Omnicare Registration Statement SCOTUS Securities Act of 1933 Statement of Facts Statement of Opinion

Supreme Court Clarifies Liability for Statements of Opinion in Registration Statements

The U.S. Supreme Court ruled today that a statement of opinion in a registration statement cannot be actionable as a misstatement of fact under § 11 of the Securities Act of 1933 if the issuer actually believed the opinion...more

3/25/2015 - Omnicare Registration Statement SCOTUS Securities Act of 1933 Statement of Facts Statement of Opinion

State Bar Council Proposes New Legislation for Delaware Fee-Shifting Ban and Delaware Court of Chancery Considers Fee-Shifting...

In December, we reported on the Delaware Court of Chancery’s continued validation of board-adopted forum-selection bylaws in City of Providence v. First Citizens BancShares, Inc., 99 A.3d 229, 234 (Del. Ch. 2014), and the...more

3/23/2015 - Corporate Governance Delaware General Corporation Law Fee-Shifting Forum Selection

After Newman, Congress Seeks to Define Insider Trading

Ever since the U.S. Court of Appeals for the Second Circuit issued its landmark decision in United States v. Newman, debate has raged about whether the court has sanctioned insider trading or has appropriately restrained the...more

3/17/2015 - Insider Trading Proposed Legislation SEC

Third Circuit Defines "Extraterritorial" Applicability of Federal Securities Laws in United States v. Georgiou

The U.S. Court of Appeals for the Third Circuit added its voice yesterday to the ongoing judicial effort to construe the U.S. Supreme Court's 2010 decision in Morrison v. National Australia Bank, concerning the extent to...more

1/28/2015 - Appeals Cross-Border Transactions Extraterritoriality Rules Market Manipulation Morrison v National Australia Bank OTCBB SCOTUS Securities Securities Exchange Act Securities Fraud Stock Exchange

Third Circuit Defines “Extraterritorial” Applicability of Federal Securities Laws in United States v. Georgiou

The U.S. Court of Appeals for the Third Circuit added its voice yesterday to the ongoing judicial effort to construe the U.S. Supreme Court’s 2010 decision in Morrison v. National Australia Bank, concerning the extent to...more

1/22/2015 - Appeals Extraterritoriality Rules Morrison v National Australia Bank SCOTUS Securities Securities Exchange Act Securities Fraud

Supreme Court Clarifies the Standard Governing Removal of Class Action Cases to Federal Court

The US Supreme Court ruled last Monday that class action defendants need not provide evidentiary submissions in support of their attempts to remove a case from state to federal court. Rather, they need only include in their...more

12/23/2014 - Amount in Controversy CAFA Class Action Dart Cherokee Basin Operating Co. v. Owens Diversity Jurisdiction Federal Jurisdiction Jurisdiction Removal SCOTUS

Ninth Circuit Clarifies Pleading Standard for Securities-Fraud Claims

The Ninth Circuit recently joined the debate on whether the heightened pleading standard of Fed. R. Civ. P. 9(b) or the more relaxed notice-pleading standard of Fed. R. Civ. P. 8(a) applies to pleading loss causation for a...more

12/23/2014 - Loss Causation Pleading Standards Rule 9(b) Securities Securities Fraud

District Court Rejects Constitutional Challenge to SEC Administrative Proceedings

We recently wrote that critics, including Judge Jed Rakoff, have been questioning the SEC’s policy of increasingly bringing enforcement actions in its administrative forum rather than federal court. We noted that several...more

12/22/2014 - Administrative Hearings Enforcement Actions Jurisdiction SEC Subject Matter Jurisdiction

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