News & Analysis as of

What’s The Opposite Of Rubber Stamping A Settlement? Meet Judge Kane In SEC v. Van Gilder.

Judge John L. Kane of the United States District Court for the District of Colorado is uninterested in oxymoronic gimmicks, that much is clear. In a fiery April 24, 2014 opinion, Judge Kane rejected settlements between the...more

Give Me That Old-Time Insider Trading

Recently I had a question that required me to review Don Langevoort’s comprehensive insider trading treatise. It got me thinking about the roots of insider trading law. Specifically, the pre-SEC, pre-10b-5 insider trading...more

Case Illustrates Role Of 10b5-1 Plans In Securities Litigation

A Fourth Circuit case, Yates v. Municipal Mortgage & Equity, LLC (March 2014), recently examined the role of 10b5-1 plans in an alleged securities fraud case involving a financial statement restatement. To prevail on a Rule...more

The Mark Cuban Verdict – A Takeaway

If you are a fan of sports, the reality television show Shark Tank or the nuances of insider trading laws (no doubt the smallest of these three fanbases), then you probably followed with some interest the SEC’s four-year...more

Financial Fraud Law Report: October 2013 - Insider Trading in Mutual Funds: Do Traditional Theories Apply?

A federal court of appeals recently held out the possibility that insider trading prohibitions — at least under the classic theory — do not apply to mutual fund redemptions. The U.S. Court of Appeals for the Seventh...more

Why You Should Revisit The Terms Of Your Corporate Insider Trading Policy In Light Of Increased Public And SEC Scrutiny

Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 prohibit the employment of manipulative and deceptive devices in connection with the purchase or sale of securities, including transacting in securities “on...more

Three Thoughts about Steve Cohen’s Failure-to-Supervise Case

Stanley Sporkin — former SEC Enforcement Director, CIA general counsel, and federal judge – likes to say that an SEC staff attorney ought to be just as happy closing an investigation as one is bringing a public enforcement...more

Do Trades Made Pursuant To 10b5-1 Plans Still Offer A Defense To Insider Trading?

Rule 10b5-1, enacted in August 2000, codified the SEC’s position that trading while in possession of material non-public information is sufficient to establish liability for insider trading....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

DOJ and SEC Scrutinize Potential Misuse of Rule 10b5-1 Trading Plans by Corporate Directors Affiliated with Investment Advisers

Over the past four years, the U.S. Department of Justice (“DOJ”) and U.S. Securities and Exchange Commission (“SEC”) have focused on insider trading involving private funds as one of their key targets in the fight against...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

"Supreme Court Holds Securities Fraud Plaintiffs Are Not Required to Prove Materiality of Allegedly False Statements to Certify a...

Today, in a 6-3 decision, the Supreme Court of the United States held in Amgen Inc. v. Connecticut Retirement Plans and Trust Funds that a securities fraud plaintiff alleging fraud on the market need not establish the...more

What You Need to Know About the STOCK Act

Beginning today, members and senior staff1 of the U.S. House of Representatives and U.S. Senate are required to disclose certain financial transactions no later than 45 days after the transaction has occurred. This new...more

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