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
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
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
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
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
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
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
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
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
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
In this issue: - CII Submits Rule 10b5-1 Rulemaking Petition to the SEC - ISS Publishes Updated FAQs for its Proxy Voting Policies - CFTC Issues Final Order on Cross-Border Swaps - CFTC Issues No-Action...more
Beginning today, members and senior staff1 of the U.S. House of Representatives and U.S. Senate are required to disclose certain financial transactions no later than 45 days after the transaction has occurred. This new...more
On June 21, 2012, the U.S. District Court for the Southern District of New York ruled that a company's receipt of a "Wells Notice" from the SEC does not trigger a duty to disclose under Rule 10b-5 of the Exchange Act....more
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