What happened - A public company and its CEO lost motions to dismiss securities fraud claims based on: ..Statements in 10-Qs and 10-Ks that a competitor’s trade secrets lawsuit was “without merit” ..Assurances in...more
On Aug. 13, a panel of the U.S. Court of Appeals for the Ninth Circuit issued an opinion in a securities fraud class action, Khoja v. Orexigen Therapeutics, No. 16-56069 2018 U.S. App. LEXIS 22371 (9th Cir. Aug. 13, 2018),...more
On two successive days, the SEC brought settled enforcement actions against issuers for failure to report sales of unregistered securities. Under Item 1.01 of Form 8-K, a registrant must disclose its entry into a material...more
Manhattan USA Preet Bharara’s back in front of the cameras and back on the insider-trading horse with the announcement yesterday of criminal charges against well-known sports bettor Billy Walters and former investment banker...more
If a public company fails to disclose in its quarterly or annual reports trends and uncertainties that it could reasonably expect to have a material impact on revenues, at least one significant federal court has held that the...more
On January 12, 2015, the U.S. Court of Appeals for the Second Circuit held in Stratte-McClure v. Morgan Stanley that a failure to make a required disclosure under Item 303 of Regulation S-K in a Quarterly Report on Form 10-Q...more
The CEO and CFO of a successful senior living firm sought to expand the business by acquiring the operations of another firm and leasing its facilities. Despite warnings that the lease terms were far to onerous, the deal was...more