News & Analysis as of

Mergers Securities and Exchange Commission (SEC) Securities Exchange Act

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - December 2023

The U.S. Supreme Court will likely decide before the end of its current term whether the failure to make a disclosure pursuant to Item 303 of Regulation S-K can serve as the basis for a securities fraud claim under Section...more

Fox Rothschild LLP

The 'New' M&A Broker-Dealer Exemption

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The bane of every start-up company is the never-ending quest to raise capital for its operations. Newly (and not so new) formed companies seemingly would do anything to raise funds. Over the course of many decades, these...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - May 2023

Supreme Court Hears Argument on Traceability Requirement in Circuit-Split Slack v. Pirani - Key Points - - Before the end of June, the U.S. Supreme Court is expected to issue a decision in a high-profile securities case...more

Skadden, Arps, Slate, Meagher & Flom LLP

2023 Compensation Committee Handbook

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more

Locke Lord LLP

New Federal Statutory M&A Broker ‎Exemption to Take Effect March 29th

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On March 29, 2023, a new federal statutory exemption for M&A brokers takes effect by the addition of Section 15(b)(13) to the Securities Exchange Act of 1934 (the “Exchange Act”). The new provision exempts certain M&A brokers...more

Goodwin

New Federal M&A Broker Exemption is a Big Deal!

Goodwin on

On December 29, 2022, President Biden signed H.R.2617, codifying a federal exemption from SEC registration for small business M&A brokers as new Exchange Act Section 15(b)(13). Limitations exist, as does the requirement to...more

Seward & Kissel LLP

New Omnibus Bill Codifies M&A Broker-Dealer SEC Registration Exemption

Seward & Kissel LLP on

On December 29, 2022, President Biden signed H.R.2617, the Consolidated Appropriations Act of 2023 (the “Omnibus Bill”), that included a rider in Title V establishing a statutory exemption for certain mergers and acquisitions...more

A&O Shearman

First Circuit Affirms Denial Of Motion To Dismiss Securities Fraud Class Action, Finding Plaintiffs Failed To Allege Any...

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On August 18, 2022, a unanimous panel of the United States Court of Appeals for the First Circuit affirmed a decision by the United States District Court for the District of Rhode Island granting a motion to dismiss a...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - May 2022

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and April 2022. Cryptocurrency Derivative Litigation Fiduciary Duties – Bylaws Material...more

Woodruff Sawyer

Shadow Trading: The SEC’s New Angle on Illegal Insider Trading

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Everyone knows that employees cannot buy or sell securities while in possession of material nonpublic information. However, when we think about material non-public information, we usually think in terms of information...more

Goodwin

Eleventh Circuit Overturns Dismissal of Cryptocurrency Ponzi Scheme Class Action Suit

Goodwin on

IN THIS ISSUE - Eleventh Circuit Overturns Dismissal of Cryptocurrency Ponzi Scheme Class Action Suit; Federal Court of Appeals Dismisses Leading Fannie Mae and Freddie Mac Shareholder Lawsuits; NY Seeks Blockchain...more

Troutman Pepper

SEC's New Insider "Shadow Trading" Theory Survives Its First Test

Troutman Pepper on

The Securities and Exchange Commission (SEC) is testing the bounds of insider trading laws (as previously reported here), and it recently survived the first challenge to its newest theory. On January 14, the U.S. District...more

Holland & Knight LLP

"Shadow Trading" Case Survives Defendant's Motion to Dismiss

Holland & Knight LLP on

The U.S. District Court for the Northern District of California in SEC v. Panuwat, a case we discussed in a previous blog as having significant repercussions for insider trading enforcement in fiscal year (FY) 2022, just...more

McDermott Will & Emery

Surge in SPAC-Related Mergers Leads to Litigation and Regulatory Risks

Not far behind the dramatic increase in the use of special purpose acquisition companies (SPACs) is a corresponding increase in the number of shareholder lawsuits and increased activity at the US Securities and Exchange...more

Seyfarth Shaw LLP

Southern District of New York Dismisses Section 14(a) Claim Arising Out Of Packaging Companies’ Merger

Seyfarth Shaw LLP on

On January 12, 2021, the United States District Court for the Southern District of New York dismissed a putative class action complaint against Bemis Company Inc. and members of its board of directors (collectively, “Bemis”)...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - April 2020

This issue includes summaries and associated court opinions of selected cases principally decided between October 2019 and January 2020. ...more

A&O Shearman

Northern District Of Illinois Sustains But Pares Putative Class Actions Against Pharmaceutical Company

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On February 5, 2020, Judge Matthew F. Kennelly of the United States District Court for the Northern District of Illinois sustained some but not all claims in a putative class action asserting violations of Sections 10(b) and...more

Dorsey & Whitney LLP

OTCQX Proposed Rule Changes

Dorsey & Whitney LLP on

The OTC Markets Group published this week proposed amendments to the OTCQX Rules for U.S. Companies, U.S. Banks and International Companies. The rules will become effective on December 12, 2019; comments will be accepted...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - September 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May and August 2019....more

Pillsbury Winthrop Shaw Pittman LLP

Easing the Prohibitions against Gun-Jumping

On February 19, 2019, the Securities and Exchange Commission (SEC) proposed a rule that would generally permit all issuers to “jump the gun”—that is, to make offers to certain institutional investors prior to the filing of a...more

Sheppard Mullin Richter & Hampton LLP

Regulation A May Prove Useful Alternative to Form S-4 Registration for Public Companies Doing Smaller M&A Deals

Last month, the U.S. Securities and Exchange Commission (“SEC”) announced it had adopted final rules to amend certain parts of Regulation A promulgated under the Securities Act of 1933 (“Securities Act”). These new rules...more

Skadden, Arps, Slate, Meagher & Flom LLP

2019 Compensation Committee Handbook

The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. The fifth edition of the Compensation Committee Handbook, authored by our Executive Compensation and Benefits Group,...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - December 2018

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between September 2018 and October 2018. ...more

Proskauer Rose LLP

Public Targets U.S. regulation of cross-border business combinations

Proskauer Rose LLP on

Cash Tender Offer in Compliance with Regulation 14E - This note outlines the requirements under the U.S. federal securities laws applicable in the following situation: • The offer is a cash tender offer for the equity...more

Perkins Coie

Ninth Circuit Establishes Negligence Standard for Section 14(e) Claims in Circuit-Splitting Decision

Perkins Coie on

Rejecting the analysis of every other federal appellate court to consider the issue, the U.S. Court of Appeals for the Ninth Circuit recently held that most claims filed under Section 14(e) of the Securities Exchange Act of...more

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