News & Analysis as of

Section 10(b)-5

California District Court Denies Dismissal Of Securities Fraud Class Action, Finding Public Information Is Not Immaterial As A...

by Shearman & Sterling LLP on

On September 6, 2017, Judge Andrew J. Guilford of the Central District of California denied motions to dismiss a putative securities class action asserting claims under Section 10(b) and 20(a) of the Securities Exchange Act...more

There’s No Dressing This Up – Item 303(a)(1) Of Regulation S-K Is Unreasonable

by Allen Matkins on

In less than a month, the United States Supreme Court will hear oral argument in Leidos, Inc. v. Indiana Public Retirement System (Docket No. 16-581). The question presented in Leidos is...more

Upcoming Supreme Court Cases Worth Noting by Institutional Investors

The U.S. Supreme Court‘s 2017 term begins October 2nd and we will be tracking at least three cases relevant to institutional investors: •Cyan, Inc. v. Beaver County Employees Retirement Fund •Digital Realty Trust v....more

Revisiting Rule 10b5-1 Trading Plans

I am sometimes surprised by the number of insiders who trade in their company’s stock outside of Rule 10b5-1 trading plans. It is often said, with some accuracy, that executive officers, directors and other insiders always...more

Did The Co-Founder Of Alcoholics Anonymous Violate Rule 10b-5?

by Allen Matkins on

Recently, I enjoyed watching My Name is Bill W., a 1989 movie that starred James Woods, JoBeth Williams and James Garner. The film tells the story of Alcoholics Anonymous co-founder William Griffith Wilson (aka Bill W.). In...more

2016 Marks a Record Year for Securities Class Actions

The year 2016 was the biggest yet for U.S. securities class action settlements. On June 14, 2017, Securities Class Action Services, a division of Institutional Shareholder Services, Inc., released its updated list of the top...more

Ninth Circuit Expands American Pipe Tolling to Subsequent Securities Class Action by Unnamed Class Members, but Leaves Related...

by Carlton Fields on

The Ninth Circuit in Resh v. China Agritech, Inc., No. 15-55432, 2017 WL 2261024 (9th Cir. May 24, 2017), revived the third successive putative shareholder class action against a fertilizer manufacturer after the district...more

Supreme Court to Consider Whether Non-Compliance with SEC Regulation Can Give Rise to Securities Fraud Liability

by Dechert LLP on

In Leidos, Inc. v. Indiana Public Retirement System, No. 16-581, the U.S. Supreme Court will resolve an important circuit split regarding securities fraud liability. Specifically, the Court will determine whether Item 303 of...more

Former New York Pension Official and Two Broker-Dealers Charged In Pay-To-Play Scheme

On December 21, 2016, the SEC charged the former Director of Fixed Income for the New York State Common Retirement Fund (the “NYSCRF”) with allegedly steering billions of dollars of NYSCRF assets to two broker-dealers in...more

Rule 504 Becomes Useful Tool for Smaller Capital Raising and M&A Transactions

On October 26, 2016, the SEC amended Rule 504 of Regulation D under the Securities Act of 1933 (the “Securities Act”) to increase the maximum amount of securities that may be sold thereunder in any 12-month period from $1...more

Securities Fraud Update: Eleventh Circuit Clarifies Section 17(a) and Rule 10b-5 Analyses

by Carlton Fields on

S.E.C. v. Radius Capital Corp., No. 15-12004, 2016 WL 3542235, ___ F. App’x ___ (11th Cir. June 29, 2016). The Eleventh Circuit last month explained the material similarities and differences between two kinds of...more

Defrauded Defendant Defenseless Against Investors: Ninth Circuit Imputes Scienter of Embezzling CEO to Corporation for 10b-5...

Malfeasance by a corporate insider against his company has the potential to leave a gaping wound. Facing a securities lawsuit due to that malfeasance is like salt in that wound. Corporations targeted with such lawsuits have...more

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

The Supreme Court Addresses Scope of Section 11 Liability for Statements of Opinion

by Ellis & Winters LLP on

As the Supreme Court recently explained in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S. Ct. 1318 (2015), that distinction is significant when it comes to liability under Section 11 of...more

SEC’s Data-Driven Analysis Identifies Allegedly Improper Trade Allocations by Investment Advisor

Relying on a data-driven statistical analysis conducted by the Division of Economic and Risk Analysis (DERA), the SEC recently commenced administrative proceedings against an investment advisor, Welhouse & Associates, Inc.,...more

2nd Circuit Says MD&A Rules Provide Basis for 10b-5 Claims

In Stratte-McClure v. Morgan Stanley et al, the Second Circuit held that MD&A rules set forth in Item 303 of Regulation S-K can give rise to a Rule 10b-5 claim. In so doing, the Second Circuit split with the Ninth Circuit...more

Corporate and Financial Weekly Digest - Volume IX, Issue 24

In this issue: - Commissioner Kara M. Stein Calls for More Stringent Net Capital Requirements for Broker Dealers - US Marshals Service Announces Auction of Silk Road Bitcoins - Investment Adviser Accused...more

This Ruling Appears To “Unravel The Very Fabric Of The Space-time Continuum”

by Allen Matkins on

In prior posts, I’ve cast a jaundiced eye on last year’s amendment of California’s general securities fraud statute, Corporations Code Section 25401. See Die Verwandlung: How The Legislature Likely Raised The Bar On...more

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