News & Analysis as of

Directors Securities Violations

WilmerHale

SEC Brings Charges Against Director and Former Executive Officers for Allegedly Lying to Auditors About Loss Contingencies...

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Last week, the Securities and Exchange Commission (SEC) filed a complaint in U.S. District Court against a company’s director, former CEO and former CFO for allegedly making false and misleading statements to the company’s...more

Royer Cooper Cohen Braunfeld LLC

Delaware Supreme Court Finds Fraud Insurable

In a recent decision, the Delaware Supreme Court ruled that insuring against fraud does not per se violate Delaware public policy and held that the insured’s D&O policy covered claims alleging securities fraud. RSUI Indemnity...more

Foley & Lardner LLP

A Review of Recent Whistleblower Developments

Foley & Lardner LLP on

Whistleblower Developments is a periodic report covering significant cases, decisions, proposals, and legislation related to whistleblower statutes and how they may impact your business. Recent developments include: ...more

Polsinelli

SDNY Rejects Director Liability for Sarbanes-Oxley Whistleblower Claims, Creating a Split Among Federal District Courts

Polsinelli on

Public company directors, who are under constant threat of claims, received welcome news earlier this month.  On December 9, 2019, the U.S. District Court for the Southern District of New York ruled that corporate directors...more

King & Spalding

Supreme Court Affirms Lorenzo v. SEC, Expanding the Scope of Primary Liability for Securities Fraud

King & Spalding on

On March 27, 2019, the U.S. Supreme Court issued its decision in Lorenzo v. SEC,[i] affirming the expansive view of the U.S. Securities and Exchange Commission (“SEC” or “Commission”) that, under the right circumstances,...more

Latham & Watkins LLP

Supreme Court Ruling Extends Reach of Primary Liability for Securities Fraud

Latham & Watkins LLP on

Highly anticipated opinion extends primary liability for securities fraud beyond the “maker” of false statements. Key Points: ..The Court held that a defendant’s act of sending emails drafted by another, that the...more

Jackson Walker

Supreme Court Declines to Extend Janus’ Reach, Upholds Primary Liability Under the Anti-Fraud Provisions of the Securities Laws

Jackson Walker on

In a 6 to 2 opinion Wednesday, the U.S. Supreme Court declined to extend its holding in Janus Capital Grp., Inc. v. First Derivative Traders, 564 U.S. 135 (2011) beyond Exchange Act Rule 10b-5(b), and held that a person who...more

Bracewell LLP

Lorenzo v. Securities and Exchange Commission: "Maker" or "Messenger"? It Doesn't Matter

Bracewell LLP on

On March 27, 2019, the Supreme Court of the United States issued its decision in Lorenzo v. Securities and Exchange Commission, 587 U.S. ___ (2019) curtailing any meaningful distinction between liability of a statement maker...more

Dechert LLP

Supreme Court Rules that Employees Who Disseminate False Statements Drafted by Their Superiors Can Be Primarily Liable Under §...

Dechert LLP on

Striking a blow to employees who send communications at the behest of others, the Supreme Court held yesterday that those who “disseminate” false statements with the intent to defraud—even if they did not draft those...more

Dechert LLP

Restructuring and Insolvency Bulletin Issue 1 - 2017: United States: D&O Insurance Policies – a cautionary tale: the Peril of...

Dechert LLP on

Directors and officers (D&Os) of troubled companies should be highly sensitive to D&O insurance policies with Prior Act Exclusion. While policies with such exclusion may be cheaper, a recent decision by the U.S. Court of...more

Dechert LLP

Directors, Officers and Other Responsible Persons Be Aware - Your Vicarious Liability for Your Company’s Violations of Securities...

Dechert LLP on

A debtor ordinarily may discharge debts in bankruptcy, unless one of several exceptions apply. One of the preclusions to dischargeability of certain debts, found in Section 523(a)(19) of the U.S. Bankruptcy Code, generally...more

Broker-Dealer Compliance + Regulation

Former New York Pension Official and Two Broker-Dealers Charged In Pay-To-Play Scheme

On December 21, 2016, the SEC charged the former Director of Fixed Income for the New York State Common Retirement Fund (the “NYSCRF”) with allegedly steering billions of dollars of NYSCRF assets to two broker-dealers in...more

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