On November 23, 2020, the Second Circuit Court of Appeals issued an opinion by Judge Jon O. Newman in Packer v. Raging Capital Management, reversing a magistrate judge’s summary judgment order that had found Raging Capital...more
On November 23, 2020, the United States Court of Appeals for the Second Circuit vacated a grant of summary judgment to the plaintiff in a derivative action seeking disgorgement of alleged “short-swing profits” in an action...more
On May 20, 2020, the Second Circuit affirmed the dismissal of Section 16 “short-swing profit” claims against the client of an investment advisory firm that was itself subject to Section 16(b) liability. Rubenstein v. Int’l...more
- The 2nd Circuit has affirmed two lower court decisions dismissing complaints alleging violations of Section 16(b) of the Securities Exchange Act. In so holding, the 2nd Circuit ruled that an investment advisor’s client does...more
The so-called “short-swing profit rule” under Securities Exchange Act Section 16(b) generally prohibits officers and directors as well as 10 percent shareholders of a U.S. public company from profiting from any purchase or...more
On November 3, 2016, in Lowinger v. Morgan Stanley & Co. LLC, the U.S. Court of Appeals for the 2nd Circuit upheld a district court finding that customary initial public offering (IPO) lock-up agreements do not render parties...more
In this issue: - Section 16(b) Decision Provides Important Guidance - FINRA Requests Comment on Proposed Amendments to Rules Governing Communications With the Public - Form BE-10 Filing Deadline Looms ...more
In this issue: - FINRA Provides Guidance on Rules Governing Communications with the Public - FINRA Requests Comment on Proposed Rule Requiring Disclosure of Conflicts of Interest in Recruitment Incentives -...more
The US Court of Appeals for the Second Circuit has held that Section 16(b) of the Securities Exchange Act of 1934 does not apply to a transaction where an insider buys and sells shares of different types of stock in the same...more
In Gibbons v. Malone, No. 11-3620-cv, 2013 WL 57844 (2d Cir. Jan. 7, 2013), the United States Court of Appeals for the Second Circuit held that the “short-swing profits rule” imposed by Section 16(b) of the Securities...more