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Confidential Information Publicly-Traded Companies

BCLP

Post-Panuwat: Have You Reviewed and Updated Your Insider Trading and Other Corporate Policies?

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As discussed in our September 1, 2021 post, the SEC brought its first “shadow insider trading” case against Matthew Panuwat, a company employee who purchased options in a competitor’s shares shortly after learning his...more

Patterson Belknap Webb & Tyler LLP

UPDATE: SEC Wins Shadow Trading Trial But Court Will Get a Second Look

On April 5, 2024, after an eight-day trial, a jury found Matthew Panuwat liable for violating insider trading laws. Commenting on the Securities and Exchange Commission’s victory, Gurbir Grewal, the agency’s Director of the...more

Dechert LLP

Individuals and Trusts Beware: The Corporate Transparency Act Applies to You

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The Corporate Transparency Act (the "Act") is a significant piece of legislation enacted as part of the National Defense Authorization Act for Fiscal Year 2021. The Act was designed to prevent the misuse of corporations and...more

Littler

SEC Continues to Attack Non-Disclosure Agreements and Personnel Policy Provisions that Could Impede Employees from Reporting...

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The SEC continues to review non-disclosure agreements and other confidential business information provisions of publicly traded companies to ensure whistleblowers are not restricted from freely communicating with the agency...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights – June 2023

This edition of Skadden’s quarterly Insights looks at the latest trends in shareholder activism, the scrutiny companies are facing over their ESG disclosures and employment considerations for using AI in the workplace, among...more

White & Case LLP

Key Considerations for the 2023 Annual Reporting Season: Form 20-F and other FPI-Specific Considerations

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This memorandum outlines key considerations from White & Case's Public Company Advisory Group for foreign private issuers ("FPIs") during the 2023 annual reporting season....more

Skadden, Arps, Slate, Meagher & Flom LLP

Revisiting Share Repurchases in Volatile Times

In light of the recent increased volatility in the global financial markets, a number of companies have raised questions regarding the desirability of repurchasing shares at reduced market prices. This alert addresses...more

Morrison & Foerster LLP

Takeaways for In-House Counsel from the SEC’s “Shadow Insider Trading” Action

In January 2022, a federal district court denied a motion to dismiss a novel insider trading enforcement action brought by the U.S. Securities and Exchange Commission based upon a theory known as “shadow insider trading.”...more

A&O Shearman

California District Court Allows Novel SEC Insider Trading Theory To Proceed

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On January 14, 2022, Judge William Orrick of the United States District Court for the Northern District of California issued an order denying a former biopharmaceutical company executive’s motion to dismiss and allowing the...more

BCLP

SEC Brings First Case Charging Shadow Insider Trading

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The SEC’s filing of its first shadow trading case earlier this month signals the agency’s willingness to pursue actions based on expanded theories of insider trading liability. In a federal court complaint, the SEC on...more

Goodwin

When Do M+A Discussions Constitute MNPI? Recent SEC Guidance May Shed Some Light

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Last month, the SEC announced that a public company had agreed to pay a $20 million penalty to resolve charges related to its repurchase of stock while supposedly in possession of material, non-public information (“MNPI”)...more

Kramer Levin Naftalis & Frankel LLP

SEC Division of Corporate Finance Issues Guidance Regarding Expiring Confidential Treatment Orders

On Sept. 9, the SEC’s Division of Corporate Finance (the Division) amended CF Disclosure Guidance: Topic No. 7 (Topic No. 7) and issued guidance regarding the options available to companies when a previously obtained...more

Mayer Brown Free Writings + Perspectives

New Guidance for Extending Confidential Treatment

On September 9, 2020, the U.S. Securities and Exchange Commission (SEC) staff amended CF Disclosure Guidance Topic No. 7, Confidential Treatment Applications Submitted Pursuant to Rules 406 and 24b-2 (Guidance Topic No. 7) to...more

Dorsey & Whitney LLP

SEC Creates New File Transfer System for Supplemental Materials and Rule 83 Confidential Treatment Requests

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The SEC announced last week that in light of COVID-19 concerns, the Division of Corporation Finance is providing a temporary secure file transfer process for the submission of (i) supplemental materials that are requested by...more

Ballard Spahr LLP

Public Companies Face Heightened Risk of Insider Trading Due to COVID-19 Volatility

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COVID-19 has injected significant uncertainty into our daily lives and enormous volatility into our markets. In the last two weeks alone, many major domestic and international indices have experienced their largest daily...more

Foley Hoag LLP

SEC Division of Enforcement Warns of COVID19 Insider Trading Risks

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On March 23, the SEC Division of Enforcement (Enforcement) issued a public statement bluntly warning issuers and insiders connected to them, along with broker-dealers and investment advisers, about the unique risks of insider...more

White & Case LLP

Key Considerations for the 2020 Annual Reporting Season

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This memorandum outlines key considerations from White & Case’s Public Company Advisory Practice for foreign private issuers (“FPIs”) in preparation for the 2020 annual reporting season. It describes our key considerations...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Staff Issues CF Disclosure Guidance on Confidential Treatment Requests

In December 2019, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission issued new "CF Disclosure Guidance: Topic No. 7" (Guidance) regarding confidential treatment requests pursuant to...more

Kramer Levin Naftalis & Frankel LLP

SEC Issues Streamlined Guidance for Confidential Treatment Requests

On Dec. 19, 2019, the Division of Corporation Finance of the SEC updated its guidance with respect to the SEC’s procedures for confidential treatment applications (CTAs). In April 2019, the SEC adopted a streamlined procedure...more

Mayer Brown Free Writings + Perspectives

Staff Releases Guidance on Confidential Treatment Applications

On December 19, 2019, the Staff of the Division of Corporation Finance (the “Staff”) released guidance detailing the process to be followed by companies that choose to submit confidential treatment applications. In March...more

McDermott Will & Emery

Capital Markets & Public Companies Quarterly: SEC Proposes Amendments to Accelerated and Large Accelerated Filer Definitions,...

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During the previous quarter, the SEC proposed new rulemaking to reduce the number of smaller companies that become subject to enhanced reporting requirements through “accelerated filer” and “large accelerated filer” status....more

Kramer Levin Naftalis & Frankel LLP

Requesting Confidential Treatment: SEC Issues Guidance Streamlining the Procedure for Filing Redacted Exhibits

On March 20, 2019, the Securities and Exchange Commission (SEC) adopted a series of amendments which seek to simplify the disclosure requirements for some U.S. public companies....more

Ballard Spahr LLP

SEC Reduces Filing Burdens On Investment And Operating Companies For Confidential But Not Material Information

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As part of its continuing effort to increase efficiency and reduce burdens on publicly traded companies, including registered investment companies, the U.S. Securities Exchange Commission (SEC) recently adopted amendments to...more

Cadwalader, Wickersham & Taft LLP

Fiduciary Duties of Dissenting Directors and their Boards – Stobart v Tinkler

In Stobart v Tinkler [2019] EWHC 258 (Comm), the high court has taken an extremely restricted view of the freedom of a dissident director to take his case outside the boardroom. At the same time, the court largely endorsed...more

White & Case LLP

SEC Adopts Amendments to Modernize and Simplify Disclosure Requirements - And Provides Guidance on the Significantly Streamlined...

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On March 20, 2019, the SEC voted to adopt amendments to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies. The amended rules, which are based on amendments...more

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