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Non-Public Information Securities Violations

Carlton Fields

Can Government Use Criminal Fraud Statute to Get Around “Personal Benefit” Requirement for Insider Trading?

Carlton Fields on

The government prosecutes insider trading against insiders who convey material nonpublic information (“tippers”) and outsiders who acquire material nonpublic information (“tippees”) through two avenues: civil proceedings...more

ArentFox Schiff

A Win for the SEC on Shadow Trading. Now What?

ArentFox Schiff on

On April 5, 2014, after an eight-day trial and a few hours of deliberation, a federal jury entered a verdict for the US Securities and Exchange Commission (SEC) and found that Matthew Panuwat had engaged in insider trading...more

Vinson & Elkins LLP

Out from the Shadows: The SEC Succeeds on Shadow Insider Trading Theory

Vinson & Elkins LLP on

The Securities and Exchange Commission obtained a victory in a closely-watched trial when a jury found Matthew Panuwat liable for insider trading based on a “shadow trading” theory. The jury’s verdict, as well as increased...more

Akin Gump Strauss Hauer & Feld LLP

The SEC Wins ‘Shadow Insider Trading’ Trial

On Friday, April 5, 2024, a San Francisco jury found the defendant liable in SEC v. Panuwat, the closely watched litigated enforcement action brought by the U.S. Securities and Exchange Commission (SEC) relating to so-called...more

Thomas Fox - Compliance Evangelist

Shadow Insider Trading and Compliance

Insider trading has long been a contentious issue in finance, with compliance, legal, and ethical implications that continue to evolve. There is currently an insider trading case going to trial, which could expand the...more

Carlton Fields

Tippee Liability If the Tipper Is Not Guilty? The Fluid Boundaries of Insider Trading

Carlton Fields on

Though “insider trading” has long been recognized as an illegal and abusive way to cheat in the securities trading game, new potential forms of this activity have recently emerged. ...more

WilmerHale

The Second Circuit's Blaszczak Decision Fails to Resolve One Issue, Raises New Ones

WilmerHale on

On December 27, 2022—nearly 18 months after hearing oral arguments—the Second Circuit issued its new opinion in United States v. Blaszczak, an important insider trading case involving the misappropriation of confidential...more

Kramer Levin Naftalis & Frankel LLP

AT&T and SEC Settle Regulation FD Enforcement Action After SDNY Denies Summary Judgment to Either Side

On Dec. 5, the Securities and Exchange Commission (SEC) announced that AT&T has agreed to a $6.25 million penalty, resolving charges brought against it under the securities rule known as Regulation Fair Disclosure (Regulation...more

Dechert LLP

SEC Brings First-Ever Insider Trading Action Involving Digital Assets in Parallel Civil Suit to SDNY’s Criminal Indictment

Dechert LLP on

The Securities and Exchange Commission (the “SEC”) on July 21, 2022, filed a complaint (the “SEC Complaint”) alleging insider trading violations against an insider, his brother, and a friend, claiming that the trio engaged in...more

Woodruff Sawyer

Practical Guidance for Responding to a Potential Regulation FD Disclosure Issue

Woodruff Sawyer on

Sometimes it turns out that an authorized speaker for your public company (e.g., CEO, CFO, or head of investor relations) has selectively shared nonpublic information with analysts or investors that he or she thought was...more

Proskauer - The Capital Commitment

Insider Trading, MNPI and Related Internal Controls: A Renewed Focus by SEC

Over the past few years, the SEC has brought fewer insider trading and Material Non-Public Information (MNPI)-related cases compared to historical numbers. We expect to see a reversal of that trend in 2022. The SEC has...more

Akin Gump Strauss Hauer & Feld LLP

District Court Endorses SEC’s “Shadow Insider Trading” Theory – An Analysis of the Court’s Decision and its Potential Implications...

As previously reported, in August 2021, the U.S. Securities and Exchange Commission filed a complaint in SEC v. Panuwat, initiating the first enforcement action seeking to proscribe as prohibited insider trading the practice...more

Allen Matkins

SEC Alleges Tipper Received Or Expected A Benefit, But Fails To Identify The Benefit

Allen Matkins on

In Dirks v. SEC, 463 U.S. 646 (1983), the United States Supreme Court found that a tippee may be liable for trading on the basis of material, nonpublic information if he or she knows that the tipper disclosed inside...more

Goodwin

Delaware Court of Chancery Declines to Dismiss Investment Firm from Stockholder Derivative Suit

Goodwin on

Delaware Court of Chancery Declines to Dismiss Investment Firm from Stockholder Derivative Suit; Delaware Chancery Court Dismisses Majority of Claims Alleging that California Biotech Firm Profited from Nonpublic Information...more

Wilson Sonsini Goodrich & Rosati

SEC Proposes Amendments to Rule 10b5-1 and New Insider Trading Disclosure

On December 15, 2021, the U.S. Securities and Exchange Commission (SEC) proposed amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) to introduce new requirements for Rule 10b5-1 trading plans...more

Proskauer - Corporate Defense and Disputes

Second Circuit Upholds Insider Trading Conviction, Finding Sufficient Confidentiality Duty and Personal Benefit

The Second Circuit yesterday affirmed the insider trading conviction of the principal of a potential acquiror who, in breach of a nondisclosure agreement with a potential target company, had provided a tippee with nonpublic...more

Jones Day

SEC's Recent Charges Against AT&T Give Renewed Focus to Reg FD

Jones Day on

A recent Reg FD SEC enforcement action against AT&T may signal a renewed focus by the SEC that warrants public companies to assess their disclosure processes. On March 5, 2021, the SEC charged AT&T and three executives...more

Hogan Lovells

SEC alleges FD violation for selective disclosure to analysts aimed at reducing consensus revenue estimate

Hogan Lovells on

The SEC recently filed a civil suit in federal district court against AT&T, Inc. charging the company with violating Regulation FD in 2016 by selectively disclosing nonpublic financial estimates and results to sell-side...more

Goodwin

SEC Signals Heightened Scrutiny Of Issuer/Analyst Communications And More Reg FD Enforcement

Goodwin on

On March 5, 2021, the U.S. Securities and Exchange Commission filed an enforcement action in the U.S. District Court for the Southern District of New York charging AT&T with repeated violations of Section 13 of the Securities...more

Kramer Levin Naftalis & Frankel LLP

SEC Charges AT&T and Executives With Regulation FD Selective Disclosure Violations

On March 5, the Securities and Exchange Commission (SEC) announced that it had charged AT&T and three of its midlevel investor relations executives with violating Regulation FD, a rule that bars issuers from selectively...more

Stinson - Corporate & Securities Law Blog

SEC Charges AT&T and Three Executives with Selectively Providing Information to Wall Street Analysts to Talk Down Estimates

On March 5, 2021, the Securities and Exchange Commission charged AT&T, Inc. with repeatedly violating Regulation FD, and three of its Investor Relations executives with aiding and abetting AT&T’s violations, by selectively...more

Robins Kaplan LLP

Financial Daily Dose 1.8.2020 | Top Story: Speaker Company Sonos Sues Google for Patent Infringement

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Home speaker maker Sonos has sued Google, accusing the company of “infringing on five of its patents, including technology that lets wireless speakers connect and synchronize with one another.” Sonos had originally partnered...more

Foley & Lardner LLP

Selective Disclosure Violation Results in SEC Order

Foley & Lardner LLP on

Recently, the Securities and Exchange Commission (SEC) issued an order charging a publicly traded pharmaceutical company with violations of Regulation FD as a result of selectively disclosing material, nonpublic information....more

Dorsey & Whitney LLP

SEC Files First Reg FD Action In Years

Dorsey & Whitney LLP on

Regulation Fair Disclosure was passed in 2002 to fill what many saw as a regulatory gap – the selective disclosure of material non-public information by issuers.  Essentially the Regulation – now known as Reg FD – requires a...more

Dorsey & Whitney LLP

SEC Charges TherapeuticsMD with Regulation FD Violations

Dorsey & Whitney LLP on

Last week, the SEC issued a reminder that Regulation FD remains a vital element of the federal securities regulations. In the first enforcement action regarding Regulation FD since 2013, the SEC charged TherapeuticsMD Inc., a...more

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