On September 10, 2024, the SEC announced that it had charged Keurig Dr. Pepper for making incomplete, and therefore inaccurate, statements regarding the recyclability of its popular K-cup pods....more
On April 12, 2024, the U.S. Supreme Court issued its opinion in Macquarie Infrastructure Corp. v. Moab Partners, L.P., resolving a circuit split among the Second, Third, and Ninth Circuits over whether plaintiffs could pursue...more
The Supreme Court recently took away an often-used weapon by shareholder plaintiffs in securities fraud cases, ruling that “pure omissions” from periodic SEC filings (absent any other duty to disclose) are not actionable...more
The number of securities class action settlements declined 21% relative to 2022, following the 15-year high set in 2022, according to a new report released today by Cornerstone Research. Despite the decline in settlement...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
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
Notable litigation filed during July 2023 includes: (1) O’Keefe v. Multicoin Cap. Mgmt. LLC; (2) Bledsoe v. Order of Magnitude Ventures LLC; (3) O’Keefe v. Farmington State Bank; and (4) SEC v. Tadrus....more
Last week, the U.S. Securities and Exchange Commission brought five insider-trading cases against a slew of individuals. The U.S. Attorney’s Office for the Southern District of New York also announced parallel criminal...more
Sophisticated investors in structured finance products are increasingly demonstrating an interest in entering the market via direct private placements pursuant to Section 4(a)(2) of the Securities Act of 1933, either in...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
The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges. ...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
On January 28, the Securities and Exchange Commission (SEC or Commission) issued a press release, announcing the settlement of various fraud charges against a private technology company in light of their “significant remedial...more
On July 13, 2021, the U.S. Securities and Exchange Commission announced charges against special purpose acquisition corporation Stable Road Acquisition Company, its sponsor SRC-NI, its CEO Brian Kabot, the SPAC’s proposed...more
In structuring a UK scheme of arrangement that involves the restructuring of existing securities and/or the offer of new securities, due consideration must be given to the relevant US securities laws and registration...more
On Monday, the trustee of the Woodbridge Liquidation Trust filed a lawsuit against numerous law firms and lawyers. The trustee's lawsuit relates to the reportedly $1.3 billion Ponzi scheme allegedly orchestrated by Robert H....more
Last August, Nevada Secretary of State Barbara Cegavske issued a Summary Order to Cease and Desist on Thomas Becker and Wellington Sports Club, LLC, Einstein Sports Advisory, Ltd., and Welscorp, Inc. The gist of Secretary of...more
Is information posted on EMMA subject to greater scrutiny under the antifraud provisions of the federal securities laws than when posted only on an issuer’s website?...more
Ending a more than 15-year-long legal battle, the Fifth Circuit on May 24, 2019, unanimously affirmed the dismissal of a proposed class action against subsidiaries of UBS AG, alleging violations of U.S. securities laws for...more
Both Corporations Code Section 25401 and Rule 10b-5 concern securities fraud. Section 25401, however, was modeled on Section 12(2) (now 12(a)(2)) of the Securities Act of 1933 while Section 10b-5 was adopted under Section...more
On May 24, 2019, the United States Court of Appeals for the Fifth Circuit affirmed in a unanimous decision the dismissal of a putative securities class action against a major financial services company and several of its...more
In the Traffic Monsoon litigation, the U.S. Court of Appeals for the Tenth Circuit held that the enforcement provisions of the Securities Act and the Exchange Act reach Traffic Monsoon’s sales to customers outside of the...more
In one of the first decisions to interpret and apply the U.S. Supreme Court's recent decision in Lorenzo v. Securities and Exchange Commission, on April 11, 2019, the U.S. District Court for the Southern District of New York...more