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Lowenstein Sandler LLP

United States Department of Justice Obtains First Insider Trading Conviction Based Exclusively on the Use of a Trading Plan and...

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A federal jury in Los Angeles recently convicted the former CEO of Ontrak Inc. (a publicly traded company), Terren Peizer, for engaging in an insider trading scheme using Rule 10b5-1 trading plans. The insider trading...more

White & Case LLP

“Novel” or Not: the SEC and DOJ’s Expansion of Insider Trading to “Shadow Trading” and 10b5-1 Plans Survive Their Days in Court

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On April 5, 2024, the U.S. Securities and Exchange Commission ("SEC") won a jury verdict in its first "shadow trading" insider trading action. Only a few weeks before this verdict, a court denied a motion to dismiss a...more

Vinson & Elkins LLP

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

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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

Mayer Brown Free Writings + Perspectives

WHAT’S THE DEAL? Regulation Fair Disclosure

Here’s the deal: Regulation FD is an issuer disclosure rule that prohibits a US public company and certain persons acting on its behalf from selectively disclosing material nonpublic information about itself or its...more

Mayer Brown Free Writings + Perspectives

Insider Trading Rule Amendments Now in Effect

Amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 are effective as of February 27, 2023. Unanimously adopted by the US Securities and Exchange Commission (SEC) December of last year, the Rule 10b5-1...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: September 1, 2022

The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges. ...more

Woodruff Sawyer

Practical Guidance for Responding to a Potential Regulation FD Disclosure Issue

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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

Goodwin

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

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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

The Volkov Law Group

First American Financial Corporation Settles SEC Case for $487,616 for Cybersecurity Data Breach and Disclosure Failures

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The Securities and Exchange Commission is gaining traction in the enforcement of cybersecurity and disclosure requirements.  The SEC has a lot on its plate these days – ESG, cybersecurity, and the traditional mix of...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

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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

Goodwin

ISS Publishes 2021 Proxy Voting Guidelines

Goodwin on

In the News. Institutional Shareholder Services (ISS) published its proxy voting guidelines updates for 2021, which include new and updated voting recommendations on federal forum and exclusive forum provisions in companies’...more

Mintz - Securities & Capital Markets...

Material Non-Public Information in the Time of COVID-19: SEC Warning on Insider Trading

On March 23, 2020 the SEC issued a statement warning about the risks of insider trading posed by the COVID-19 pandemic. The statement (available...more

Ballard Spahr LLP

Public Companies Face Heightened Risk of Insider Trading Due to COVID-19 Volatility

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COVID-19 has injected significant uncertainty into our daily lives and enormous volatility into our markets. In the last two weeks alone, many major domestic and international indices have experienced their largest daily...more

Goodwin

SEC Extends COVID-19 Relief for Filing and Proxy Statement Requirements and Issues Updated Disclosure Guidance

Goodwin on

On March 25, 2020, the Securities and Exchange Commission (SEC) announced that it has issued an order that extends the filing periods covered by its earlier order providing conditional relief for certain filing obligations...more

Burr & Forman

SEC Warns COVID-19 Increases Insider Trading Risks

Burr & Forman on

SEC Enforcement Co-Directors Stephanie Avakian and Steven Peiken issued a March 23 public statement warning that the novel Coronavirus pandemic increases material non-public information and reminding corporate insiders of...more

Stinson - Corporate & Securities Law Blog

Disclosure Guidance: Topic 9 – SEC Publishes Guidance on COVID-19 Disclosure and Securities Law Obligations

The SEC’s Division of Corporation Finance published formal disclosure guidance and other views of securities law compliance for public companies with respect to COVID-19....more

Foley & Lardner LLP

Selective Disclosure Violation Results in SEC Order

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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

Cooley LLP

Blog: It’s been eons since the SEC last did this—brought a Reg FD enforcement action, that is

Cooley LLP on

Reg FD prohibits selective disclosure of material, nonpublic information by public companies (or by its senior officials or specified other employees) to securities market professionals and shareholders reasonably likely to...more

Dorsey & Whitney LLP

SEC Files First Reg FD Action In Years

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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

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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

Mayer Brown Free Writings + Perspectives

SEC Brings Regulation FD Action

On August 20, 2019, the SEC charged a pharmaceutical company with violations of Regulation FD based on its sharing of material, nonpublic information with sell-side research analysts on two separate occasions without also...more

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