News & Analysis as of

Personal Benefit

Carlton Fields

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

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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

Freeman Law

Insider Trading Law | An Evolving Landscape

Freeman Law on

Throughout the history of the U.S. stock market, individuals have used insider access to information to gain an unfair advantage over other investors. The use of material non-public information (“MNPI”) in financial trading...more

Cooley LLP

Will the SEC’s shadow trading theory fall to SCOTUS’s major questions doctrine?

Cooley LLP on

In August 2021, the SEC filed a complaint in the U.S. District Court charging Matthew Panuwat, a former employee of Medivation Inc., an oncology-focused biopharma, with insider trading in advance of Medivation’s announcement...more

Morgan Lewis

Insider Trading: Can There Be a Tippee Without a Tipper?

Morgan Lewis on

It is generally understood that it is unlawful to trade on nonpublic, market-moving information, or tips from someone with inside information—but what if the tip was not unlawful in the first place? When someone receives a...more

Katten Muchin Rosenman LLP

Record Penalty for Alleged Regulation FD Violations and Best Practices Going Forward - Capital Markets Compass | Issue 5

On December 5, 2022, a large telecommunications company (the Company) and the US Securities and Exchange Commission (SEC) agreed to settle long-standing charges that executives allegedly had selectively disclosed material...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

BakerHostetler

Second Circuit Vacates Insider Trading Convictions, Narrowing the Scope of Future Prosecutions

BakerHostetler on

As discussed more fully in our alert when Blaszczak I was issued, the crux of this case was that four individuals were charged with and convicted of an alleged scheme to obtain nonpublic information from the Centers for...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

ArentFox Schiff

New York AG's Suit To Dissolve NRA Highlights Critical Reminders for Nonprofit Boards

ArentFox Schiff on

New York's Attorney General is suing to dissolve the National Rifle Association (NRA) based upon what the AG alleges are repeated violations of state laws regulating nonprofit corporations. The Attorney General's amended...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Supreme Court Issues Two Opinions Simplifying Delaware Law on Derivative Claims

In one week, the Delaware Supreme Court handed down two important opinions simplifying Delaware law on derivative claims. On September 23, 2021, in United Food and Commercial Workers Union and Participating Food Industry...more

Akerman LLP

Delaware Supreme Court Decision Creates New Paradigm for Derivative Claims

Akerman LLP on

On September 23, the Delaware Supreme Court issued a decision replacing the long-standing Aronson test for demand futility and instead adopts and affirms a new universal Rales-like test applied below by Vice Chancellor...more

Foley & Lardner LLP

SEC Brings Insider Trading Out of the Shadows

Foley & Lardner LLP on

On August 17, 2021, the Securities and Exchange Commission (SEC) filed a litigated enforcement action in federal court in San Francisco, California alleging insider trading against Matthew Panuwat. Of note, the SEC action...more

Cooley LLP

Blog: Is this insider trading?

Cooley LLP on

On Tuesday, the SEC announced that it had filed a complaint in the U.S. District Court charging a former employee of Medivation Inc., an oncology-focused biopharma, with insider trading in advance of Medivation’s announcement...more

Cooley LLP

Blog: House passes Insider Trading Prohibition Act—will it pass the Senate?

Cooley LLP on

On Tuesday, the Insider Trading Prohibition Act passed the house by a pretty big bipartisan majority—350 to 75. Currently, there is no explicit statutory prohibition on insider trading and prosecutors have relied on general...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

Foley Hoag LLP

U.S. Supreme Court Vacates Second Circuit’s Expansion of Criminal Insider Trading Liability

Foley Hoag LLP on

On January 11, 2021, the U.S. Supreme Court vacated the 2019 decision of the U.S. Court of Appeals for the Second Circuit in United States v. Blaszczak, which substantially broadened the scope of criminal insider trading...more

Polsinelli

Supreme Court Asks Second Circuit to Reconsider Ruling in Insider Trading Prosecution

Polsinelli on

Last year, we reviewed the Second Circuit decision in United States v. Blaszczak, which made it easier to prosecute trading on inside information. A divided panel of the Second Circuit Court of Appeals declined to extend the...more

Proskauer - Tax Talks

SEC Continues to Scrutinize Disclosure of Perks and Personal Benefits

Proskauer - Tax Talks on

Over the past few months, the Securities and Exchange Commission (the “SEC”) has imposed civil penalties in the hundreds of thousands of dollars against multiple publicly traded corporations in connection with their failure...more

Mayer Brown Free Writings + Perspectives

Staff Guidance on Perquisites in a Pandemic

The Staff of the Securities and Exchange Commission Division of Corporation Finance provided guidance regarding evaluation of whether a benefit provided to a company’s executive officer is a perquisite or a personal benefit. ...more

Dorsey & Whitney LLP

What Counts as a “Perk” During the COVID-19 Pandemic?

Dorsey & Whitney LLP on

Companies have offered benefits to employees, including executive officers, to enable them to continue their work and otherwise to make their lives easier during the COVID-19 pandemic. Now the SEC has released additional...more

BCLP

SEC Issues New COVID-19 Guidance: Health-Related or Personal Transportation Benefits May Be Perqs

BCLP on

The SEC Division of Corporate Finance yesterday issued new Regulation S-K guidance, CD&I 219.05, to help public companies determine whether benefits provided to executive officers because of COVID-19 should be disclosed as...more

The Volkov Law Group

Insider Trading by Members of Congress: An Enforcement Nightmare?

The Volkov Law Group on

Several members of Congress have been implicated in potential insider trading scandals stemming from stock transactions that occurred at the beginning of COVID-19 crisis before the major stock market decline.  As reported by...more

Mayer Brown Free Writings + Perspectives

Another Perqs Related Order from the SEC

The Securities and Exchange Commission announced the entry of an order settling charges against a registrant relating to the failure to disclose fully perquisites and benefits provided to the former chief executive officer. ...more

Burr & Forman

Insider Trading Trending

Burr & Forman on

This winter has seen insider-trading trending – and not just because President Trump pardoned Michael Milken.  In sequence, several legislative proposals have been working their way through Congress, the Second Circuit...more

Holland & Knight LLP

Second Circuit Paves Easier Route to Prosecute Disclosure of Agency Information, Insider Trading

Holland & Knight LLP on

In a ruling with far-reaching implications, the U.S. Court of Appeals for the Second Circuit recently held that pre-announcement information at the Centers for Medicare & Medicaid Services (CMS) about reimbursement rates...more

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