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Publicly-Traded Companies Directors Enforcement Actions

Jones Day

SEC Pursues Violations of Rule 12b-25: Has "Broken Windows" Returned?

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The U.S. Securities and Exchange Commission ("SEC") has charged a group of small companies with making deficient filings on Form 12b-25, harkening back to the SEC's "broken windows" strategy from the last decade....more

WilmerHale

Recent SEC Enforcement Actions Highlight Importance of D&O Questionnaires

WilmerHale on

A number of recent SEC enforcement actions alleging failure to disclose perquisites, summarized below, highlight the importance of the questionnaires routinely used in connection with the preparation of SEC reports and proxy...more

King & Spalding

Supreme Court Affirms Lorenzo v. SEC, Expanding the Scope of Primary Liability for Securities Fraud

King & Spalding on

On March 27, 2019, the U.S. Supreme Court issued its decision in Lorenzo v. SEC,[i] affirming the expansive view of the U.S. Securities and Exchange Commission (“SEC” or “Commission”) that, under the right circumstances,...more

Latham & Watkins LLP

Supreme Court Ruling Extends Reach of Primary Liability for Securities Fraud

Latham & Watkins LLP on

Highly anticipated opinion extends primary liability for securities fraud beyond the “maker” of false statements. Key Points: ..The Court held that a defendant’s act of sending emails drafted by another, that the...more

Jackson Walker

Supreme Court Declines to Extend Janus’ Reach, Upholds Primary Liability Under the Anti-Fraud Provisions of the Securities Laws

Jackson Walker on

In a 6 to 2 opinion Wednesday, the U.S. Supreme Court declined to extend its holding in Janus Capital Grp., Inc. v. First Derivative Traders, 564 U.S. 135 (2011) beyond Exchange Act Rule 10b-5(b), and held that a person who...more

Bracewell LLP

Lorenzo v. Securities and Exchange Commission: "Maker" or "Messenger"? It Doesn't Matter

Bracewell LLP on

On March 27, 2019, the Supreme Court of the United States issued its decision in Lorenzo v. Securities and Exchange Commission, 587 U.S. ___ (2019) curtailing any meaningful distinction between liability of a statement maker...more

Dechert LLP

Supreme Court Rules that Employees Who Disseminate False Statements Drafted by Their Superiors Can Be Primarily Liable Under §...

Dechert LLP on

Striking a blow to employees who send communications at the behest of others, the Supreme Court held yesterday that those who “disseminate” false statements with the intent to defraud—even if they did not draft those...more

Stinson - Corporate & Securities Law Blog

SEC Charges CEO/Director with Sarb-Ox Loan Violations for Unreimbursed Advances that Were Outstanding for 5 to 36 Days and...

According to the SEC in an order settling an enforcement action, Alan Shortall was CEO and Chairman of Unilife Corporation, a Nasdaq listed issuer. According to the SEC, Shortall arranged for Unilife to make personal payments...more

K&L Gates LLP

SEC Charges Corporate Insiders and Public Companies with Violations of Section 16 and Section 13 Reporting Obligations

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In an enforcement sweep recently brought by the U.S. Securities and Exchange Commission (“SEC”), 28 officers, directors and major shareholders were charged with violations of the reporting requirements relating to equity...more

Kilpatrick

Wave of SEC Enforcement Actions Reinforces Importance of Strong Compliance Culture

Kilpatrick on

On September 10, 2014, the Securities and Exchange Commission (the “SEC”) announced charges against 18 individuals and ten investment firms for violating federal securities laws that require prompt reporting about their...more

Wilson Sonsini Goodrich & Rosati

SEC Announces Enforcement Initiative for Delinquent Securities Holding and Trading Reporting by Corporate Insiders and Public...

On September 10, 2014, the Securities and Exchange Commission (SEC) announced charges against 13 officers or directors and 15 major shareholders of publicly traded companies for violating Section 16(a), Section 13(d), and/or...more

Stinson - Corporate & Securities Law Blog

SEC Cops Bust 36 for Failure to File Ownership Reports

The SEC charged 29 officers, directors, or major shareholders for violating federal securities laws requiring them to promptly report information about their holdings and transactions in company stock. Seven publicly-traded...more

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