The U.S. District Court for the Northern District of California on May 30, 2024, approved a settled final judgment against technology company Arista Networks' former chairman and CEO, Andreas "Andy" Bechtolsheim based on...more
SEC brings enforcement actions for AI washing - In March 2024, the Securities and Exchange Commission (SEC) settled enforcement actions for a total of $400,000 in penalties against two investment advisers for making false...more
In Macquarie Infrastructure Corp. v. Moab Partners, No. 22-1165, 2024 WL 1588706 (U.S. Apr. 12, 2024) (“MIC”), the United States Supreme Court (Sotomayor, J.) held unanimously that “pure omissions” in a Securities and...more
On April 12, 2024, in Macquarie Infrastructure Corp. v. Moab Partners, L.P., the US Supreme Court held that a company’s mere failure to disclose information required by management’s discussion and analysis (Item 303 of SEC...more
The Nutter Securities Enforcement Update is a periodic update of noteworthy recent securities enforcement activity, settlements, decisions, and charges. We provide brief summaries that highlight recent enforcement action...more
Last week, the U.S. Securities and Exchange Commission's Director of Enforcement celebrated a jury verdict in its insider trading case against Matthew Panuwat...more
Corporate executives know they must disclose in their companies’ financial statements trends or uncertainties affecting their business. Such disclosure is a requirement of Item 303 of SEC Regulation S-K....more
Of the 46 enforcement actions in 2023: 26 actions (57%) alleged fraud under Section 17(a) - of the Securities Act and/or Section 10(b) and Rule 10b-5 of the Exchange Act; 28 (61%) alleged an unregistered securities...more
The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges....more
On November 14, 2023, the Securities and Exchange Commission announced a settled enforcement action against Charter Communications, Inc. (“Company”) imposing a $25 million civil penalty over allegations that the Company had...more
In New England Carpenters Guaranteed Annuity and Pension Funds v. DeCarlo (Aug. 2023), the Second Circuit held, among other things, that CEO/CFO certifications mandated by SOX Section 302 constitute non-actionable statements...more
On January 9, 2023, the Securities Exchange Commission (“SEC”) issued a cease-and-desist order (“the Order”) against McDonald’s Corporation (the “Company”) and the Company’s former CEO Stephen Easterbrook related to...more
The SEC’s recent Rule 10b5-1 rulemaking has drawn attention to its efforts to crack down on illegal trading by corporate insiders. (See our related post here.) But less attention has been paid to part of the rulemaking that...more
On December 14, 2022, the SEC adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 and added related new disclosure requirements. Rule 10b5-1 provides an affirmative defense to insider trading liability...more
Allegations of unauthorized trading claims present significant risks for investment brokers and brokerage firms. In addition to investor arbitration with the Financial Industry Regulatory Authority (FINRA), brokers and...more
The U.S. Securities and Exchange Commission has released its much-anticipated rule amendments regarding the use of trading plans by insiders. On Dec. 14, 2022, the SEC finalized amendments to Rule 10b5-1 of the Securities...more
As the SEC mulls its 10b5-1 proposal (see this PubCo post), neither its Enforcement Division nor the DOJ are waiting around to see what happens. According to Bloomberg, they are using data analytics “in a sweeping...more
The U.S. Department of Justice (DOJ) and Securities and Exchange Commission (SEC) have recently intensified their scrutiny of insider trading under Rule 10b5-1 trading plans. The emerging trend of enforcement investigations...more
On September 21, 2022, U.S. District Judge George B. Daniels of the Southern District of New York dismissed with prejudice a putative securities class action against BELLUS Health, Inc. and certain of its officers....more
A recent SEC order found that two executives of Cheetah Mobile Inc. engaged in illegal insider trading when selling shares under a purported 10b5-1 trading plan. The SEC found that they established the plan after learning of...more
On September 13, 2022, the U.S. Securities and Exchange Commission (“SEC”) announced a settlement with investment advisory firm Buckman Advisory Group LLC (“Buckman Advisory”) and its CEO Harry Buckman Jr. to settle...more
The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges. ...more
On July 21, 2022, the US Department of Justice (DOJ) unsealed an indictment charging Ishan Wahi (Wahi), a former product manager at a large cryptocurrency trading platform (the Platform) - along with his brother Nikhil Wahi...more
Significant parallel actions commenced this week by the Securities and Exchange Commission (SEC) and the Department of Justice (DOJ) bring crypto fraud enforcement into the spotlight, with the SEC alleging that multiple...more
On May 12, 2022, senior Division of Enforcement officials from the U.S. Securities and Exchange Commission (SEC) shared the stage with SEC alumni, private practitioners, and other professionals in the field at the Securities...more