Rule 10b-5

City of Harrisburg Settles With SEC on Rule 10b-5 Violations

by Michael G. Bailey, David Y. Bannard, Laura L. Bilas, Heidi H. Jeffery | Foley & Lardner LLP on 5/15/2013

Recently, the SEC settled with the City of Harrisburg (City) over violations of Rule 10b-5 in connection with material misstatements and omissions made by the City in its public statements and financial information, during a...more

Best Laid Plans Gone Awry: Practices for Rule 10b5-1 Trading Plans

by Sarah A. Good, Laura Hurtado, Gabriella Lombardi, Cindy V. Schlaefer, Brian Wong | Pillsbury Winthrop Shaw Pittman LLP on 5/10/2013

Rule 10b5-1 trading plans are in the limelight due to investigations initiated by U.S. Attorney’s Offices and the SEC into possible abuses by corporate executives of such plans. Now, more than ever, companies and their boards...more

DOJ and SEC Scrutinize Potential Misuse of Rule 10b5-1 Trading Plans by Corporate Directors Affiliated with Investment Advisers

by Ashley Burden, Stephen Leitzell, Andrew L. Oringer, Adam Wasserman | Dechert LLP on 5/10/2013

Over the past four years, the U.S. Department of Justice (“DOJ”) and U.S. Securities and Exchange Commission (“SEC”) have focused on insider trading involving private funds as one of their key targets in the fight against...more

The SEC Says Cities (And City Officials!) Must Obey Securities Laws, Too

by Robert Feyer, M. Todd Scott | Orrick - Securities Litigation and Regulatory... on 5/8/2013

Yesterday the SEC filed an Order Instituting Cease and Desist Proceedings against the City of Harrisburg, Pennsylvania for violations of Rule 10b-5. The City consented to entry of a Cease and Desist Order....more

Making A Statement: The Two Faces Of Janus In The SDNY

by Justin Bagdady, Richard A. Martin | Orrick - Securities Litigation and Regulatory... on 5/7/2013

Almost two years after the Supreme Court issued its momentous decision in Janus Capital Group, Inc. v. First Derivative Traders, 131 S. Ct. 2296 (2011), lower courts continue to reach significantly different conclusions...more

SEC Warns Public Officials About Potential Liability

by Stephen M. Quinlivan | Leonard, Street and Deinard - Dodd-Frank and... on 5/7/2013

The SEC instituted a settled cease-and-desist proceeding against the City of Harrisburg, Pennsylvania for its violations of Section 10(b) of the Securities Exchange Act (“Exchange Act”) and Rule 10b-5. ...more

In The SDNY, Hindsight Is No Substitute For Red Flags When Alleging Scienter

by George E. Greer, Christine Louie, Danielle Van Wert | Orrick - Securities Litigation and Regulatory... on 4/16/2013

On April 8, 2013, Judge Shira A. Scheindlin of the Southern District of New York granted auditor Deloitte Touche Tohmatsu CPA’s (“DTTC”) motion to dismiss a shareholder class action, finding that plaintiffs failed to...more

Attacks on Proxy Statement Compensation Disclosure

by Lawrence D. Levin | Katten Muchin Rosenman LLP on 4/11/2013

Litigation challenging equity compensation exploded in 2012 and shows no signs of slowing, with a storm of lawsuits targeting Rule 10b5-1 trading plans threatening to strike for 2013 as well...more

"Getting Back to Basics with Rule 10b5-1 Trading Plans"

by Katherine Ashley, Brian V. Breheny, Amber Hilliard | Skadden, Arps, Slate, Meagher & Flom LLP on 4/10/2013

In late 2012, The Wall Street Journal published a number of articles that analyzed the trading practices of certain public company executives, in many cases under trading plans that were entered into in accordance with the...more

“Plan B” for Rule 10b5-1 Plans?

by Lulu Chiu, Jim Scheinkman | Snell & Wilmer L.L.P. on 4/5/2013

Companies and their executives who utilize “Rule 10b5-1 Plans” to reduce the risks from insider trading claims when trading in company securities should evaluate plan use given recent increased scrutiny by the media and...more

Corporate Finance Alert: Share Repurchases

by Skadden, Arps, Slate, Meagher & Flom LLP on 3/1/2013

In recent months, a number of companies have repurchased or announced plans to repurchase their shares. Management and boards of directors overseeing companies with significant cash stockpiles yet finding fewer mechanisms to...more

Amgen Inc. v. Connecticut Retirement Plans And Trust Funds: Does Supreme Court Put “Cart Before The Horse” To Satisfy Predominance...

by Joshua E. Roberts | Carlton Fields on 2/28/2013

To best understand this decision, we need to look at the rules concerning both class actions and securities: - According to Rule 23(b)(3), a class action may be maintained if the court finds that questions of law or...more

"Supreme Court Holds Securities Fraud Plaintiffs Are Not Required to Prove Materiality of Allegedly False Statements to Certify a...

by Jay Kasner, Matthew Matule, Edward Micheletti, Peter Morrison, Charles Smith | Skadden, Arps, Slate, Meagher & Flom LLP on 2/27/2013

Today, in a 6-3 decision, the Supreme Court of the United States held in Amgen Inc. v. Connecticut Retirement Plans and Trust Funds that a securities fraud plaintiff alleging fraud on the market need not establish the...more

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City of Harrisburg Settles With SEC on Rule 10b-5 Violations

Best Laid Plans Gone Awry: Practices for Rule 10b5-1 Trading Plans

DOJ and SEC Scrutinize Potential Misuse of Rule 10b5-1 Trading Plans by Corporate Directors Affiliated with Investment Advisers

The SEC Says Cities (And City Officials!) Must Obey Securities Laws, Too

Making A Statement: The Two Faces Of Janus In The SDNY

SEC Warns Public Officials About Potential Liability

In The SDNY, Hindsight Is No Substitute For Red Flags When Alleging Scienter

Attacks on Proxy Statement Compensation Disclosure

"Getting Back to Basics with Rule 10b5-1 Trading Plans"

“Plan B” for Rule 10b5-1 Plans?

Corporate Finance Alert: Share Repurchases

Amgen Inc. v. Connecticut Retirement Plans And Trust Funds: Does Supreme Court Put “Cart Before The Horse” To Satisfy Predominance...

"Supreme Court Holds Securities Fraud Plaintiffs Are Not Required to Prove Materiality of Allegedly False Statements to Certify a...

District Court Finds that Securities Exchange Act Covers Stock "Float" Manipulation

Ninth Circuit Effectively Does Away with Securities Claims for Aftermarket Purchasers

Second Circuit Affirms Dismissal of Class Action Against S&P Over MBS Ratings

Company's Forward-Looking Statements Protected by the PSLRA's Safe Harbor

Corporate and Financial Weekly Digest - January 4, 2013

Supreme Court Hears Argument on Determining Materiality at the Class Certification Stage on 10b-5 Securities Fraud Cases

What You Need to Know About the STOCK Act

Federal Court Rules that Receipt of "Wells Notice" Does Not Trigger Reporting Liability

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