News & Analysis as of

Insider Trading Board of Directors

2016 half-year in review: M&A legal developments

by White & Case LLP on

We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

SEC and DOJ Charge Board Member with Trading on Inside Information . . . During a Board Meeting

On Friday, the SEC filed a complaint against James C. Cope, a former member of the Executive Committee of Pinnacle Financial Partners’ (“PFP”) board of directors, alleging that he engaged in insider trading. The same day,...more

The Financial Report, Volume 5, Number 19

by DLA Piper on

A recent article by Todd Ehret, the Senior Regulatory Intelligence Expert for Thomson Reuters Regulatory Intelligence, points out that the SEC’s Office of Compliance, Inspections, and Examinations (OCIE), in its “2015...more

Insider Trading and Tipping in Ontario at a Glance

What is a Material Fact or Change? A material fact is a fact that, if disclosed, would reasonably be expected to have a significant effect on the market price or value of the securities of the issuer in question. A material...more

5 Securities Litigation Issues to Watch in 2016

The coming year promises to be a pivotal one in the world of securities and corporate governance litigation. In particular, there are five developing issues we are watching that have the greatest potential to significantly...more

This Week In Securities Litigation

by Dorsey & Whitney LLP on

The SEC prevailed on two summary judgment motions. One centered on a manipulation action. The other was against an attorney who facilitated a prime bank fraud. The Commission also filed: An action against UBS tied to its...more

New Study Released on the 8-K Trading Gap

On September 7, 2015, a new study on the “8-K trading gap” conducted by researchers at Harvard and Columbia law schools was released. The “8-K trading gap” refers to the four business day period before SEC reporting...more

Client Alert: Sex, Money and Cybersecurity - Reminders for Public Companies

by GableGotwals on

Recent events have highlighted the importance of comprehensive cyber-security programs for publicly-traded companies. Although the circumstances differ, in each case the impact of employee behavior with electronic...more

Mergers & Acquisitions Glossary

This Glossary contains many of the important terms and definitions used in the M&A world. The Glossary is not exhaustive, however. Like most areas of the law, M&A is a highly complex subject that involves several legal and...more

Securities and Corporate Governance Litigation Quarterly

by Seyfarth Shaw LLP on

Welcome to the fourth issue of Securities and Corporate Governance Litigation Quarterly, Seyfarth’s quarterly publication of the Securities & Financial Litigation Group focusing on decisions or other items of interest for...more

Fee Advancement Considerations Arise From Recent Delaware and Third Circuit Decisions

Recent decisions by the US Court of Appeals for the Third Circuit and the Delaware Court of Chancery have raised important issues regarding fee advancement bylaws or policies of Delaware corporations. Please see full...more

SEC Charges Directors, Officers and Major Investors for Failing to Update Disclosures Prior to Announcements of Going Private...

by Morrison & Foerster LLP on

On March 13, 2015, the U.S. Securities and Exchange Commission announced settlement proceedings against officers, directors, and major shareholders of several companies that were recently taken private for failing to update...more

SEC Charges Insiders for Violations of Section 16(a) and Section 13

by Foley & Lardner LLP on

On September 10, 2014, the Securities and Exchange Commission announced charges against 28 officers, directors, and major shareholders for violating federal securities laws requiring them to report information about their...more

Investigating Alleged Board Member Misconduct

by Perkins Coie on

Let us start our discussion with an area of broad consensus: A company’s board of directors has a duty of care to respond to and investigate allegations of wrongdoing by officers and employees of the company. But what happens...more

SEC continues to focus on “fair value” practices of investment advisers

by DLA Piper on

The media has been shining a strong spotlight on SEC insider trading cases, but in recent years, with much less fanfare, the SEC has brought nearly three times as many cases against investment advisers. ...more

Best Laid Plans Gone Awry: Practices for Rule 10b5-1 Trading Plans

Rule 10b5-1 trading plans are in the limelight due to investigations initiated by U.S. Attorney’s Offices and the SEC into possible abuses by corporate executives of such plans. Now, more than ever, companies and their boards...more

Liability of Directors in Canada – An Excerpt

by Ellyn Law LLP on

This article is an excerpt of the Canada Chapter of International Liability of Corporate Directors, 2nd edition, published by Juris Publishing in February 2013. This excerpt excludes numerous aspects of the full chapter,...more

Corporate Finance Alert: Share Repurchases

In recent months, a number of companies have repurchased or announced plans to repurchase their shares. Management and boards of directors overseeing companies with significant cash stockpiles yet finding fewer mechanisms to...more

SEC And FBI Try To Ketchup To Heinz Insider Traders

In the latest development in an SEC lawsuit filed Friday, February 15, U.S. District Judge Rakoff extended a freeze on a Swiss Goldman Sachs account linked to possible insider trading in H.J. Heinz Company call options. The...more

The Latest on Insider Trading: Directors and Executives Face Heightened Scrutiny Associated with Stock Trades Even under Rule...

The aggressive use (or misuse) of Rule 10b5-1 trading plans is likely to become a significant area of focus for regulatory enforcement and securities class action plaintiffs. The floodlights now aimed at such plans are the...more

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