Securities Exchange Act, Acquisitions

Ninth Circuit Affirms Dismissal Of Exchange Act Claims Against Post deSPAC Company, Holding That Shareholders Of The SPAC Lack...

A&O Shearman on 8/13/2024

On August 8, 2024, the United States Court of Appeals for the Ninth Circuit affirmed United States District Judge Yvonne Gonzalez Rogers’s dismissal of a putative securities class action asserting claims under Sections 10(b)...more

Shady Days: SEC Secures Another Insider Trading Stat on Shadow Trading Theory

Holland & Knight LLP on 6/11/2024

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

Inside the Courts – An Update From Skadden Securities Litigators - December 2023

Skadden, Arps, Slate, Meagher & Flom LLP on 12/5/2023

The U.S. Supreme Court will likely decide before the end of its current term whether the failure to make a disclosure pursuant to Item 303 of Regulation S-K can serve as the basis for a securities fraud claim under Section...more

The 'New' M&A Broker-Dealer Exemption

Fox Rothschild LLP on 7/5/2023

The bane of every start-up company is the never-ending quest to raise capital for its operations. Newly (and not so new) formed companies seemingly would do anything to raise funds. Over the course of many decades, these...more

Inside the Courts – An Update From Skadden Securities Litigators - May 2023

Skadden, Arps, Slate, Meagher & Flom LLP on 6/1/2023

Supreme Court Hears Argument on Traceability Requirement in Circuit-Split Slack v. Pirani - Key Points - - Before the end of June, the U.S. Supreme Court is expected to issue a decision in a high-profile securities case...more

Client Alert: M&A Broker Exemption Takes Effect

Neal, Gerber & Eisenberg LLP on 3/31/2023

A new law exempting certain “M&A brokers” from having to register with the SEC took effect on March 29. This will enable many boutique “investment banks” which only engage in transactions with eligible privately held...more

Middle Market M&A Brokers Get Relief

Farrell Fritz, P.C. on 3/13/2023

A new federal law goes into effect March 29, 2023 that conditionally exempts from broker-dealer registration persons who solely intermediate small, private company M&A deals. Persons who intermediate larger private company...more

2023 Compensation Committee Handbook

Skadden, Arps, Slate, Meagher & Flom LLP on 3/8/2023

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more

New Federal Statutory M&A Broker ‎Exemption to Take Effect March 29th

Locke Lord LLP on 3/7/2023

On March 29, 2023, a new federal statutory exemption for M&A brokers takes effect by the addition of Section 15(b)(13) to the Securities Exchange Act of 1934 (the “Exchange Act”). The new provision exempts certain M&A brokers...more

New Federal M&A Broker Exemption is a Big Deal!

Goodwin on 1/30/2023

On December 29, 2022, President Biden signed H.R.2617, codifying a federal exemption from SEC registration for small business M&A brokers as new Exchange Act Section 15(b)(13). Limitations exist, as does the requirement to...more

New Omnibus Bill Codifies M&A Broker-Dealer SEC Registration Exemption

Seward & Kissel LLP on 1/18/2023

On December 29, 2022, President Biden signed H.R.2617, the Consolidated Appropriations Act of 2023 (the “Omnibus Bill”), that included a rider in Title V establishing a statutory exemption for certain mergers and acquisitions...more

Second Circuit Affirms Dismissal Of Exchange Act Claims Against Acquired Public Company, Holding That Shareholders Of An M&A...

A&O Shearman on 10/12/2022

On September 30, 2022, a panel of the United States Court of Appeals for the Second Circuit affirmed a decision of the United States District Court for the Southern District of New York dismissing a putative securities fraud...more

Twitter Brings Suit Against Musk in Delaware Court of Chancery Seeking Specific Performance

Goodwin on 7/28/2022

On July 12, 2022, Twitter, Inc. brought a civil action in the Delaware Court of Chancery against Elon Musk, the co-founder and CEO of Tesla Motors, Inc., for breach of contract in an attempt to force Musk to complete his...more

Inside the Courts – An Update From Skadden Securities Litigators - May 2022

Skadden, Arps, Slate, Meagher & Flom LLP on 5/24/2022

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and April 2022. Cryptocurrency Derivative Litigation Fiduciary Duties – Bylaws Material...more

Shadow Trading: The SEC’s New Angle on Illegal Insider Trading

Woodruff Sawyer on 3/9/2022

Everyone knows that employees cannot buy or sell securities while in possession of material nonpublic information. However, when we think about material non-public information, we usually think in terms of information...more

Takeaways for In-House Counsel from the SEC’s “Shadow Insider Trading” Action

Morrison & Foerster LLP on 3/7/2022

In January 2022, a federal district court denied a motion to dismiss a novel insider trading enforcement action brought by the U.S. Securities and Exchange Commission based upon a theory known as “shadow insider trading.”...more

Insider Trading: Leveraging Inside Information

Dorsey & Whitney LLP on 8/20/2021

Insider trading is generally viewed through one of two lenses. The first is the classic model. There a company insider learns information which constitutes material non-public information about his or her employer and either...more

SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence

Goodwin on 7/27/2021

SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence; Stockholders Strike $110 Million Settlement In Suit Alleging Breaches Of Fiduciary Duties By Former...more

A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition

Goodwin on 5/19/2021

A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition; Under Armour to Pay $9M to Settle SEC Charges Involving Disclosure Failures; First Circuit Upholds Decision Applying Federal...more

Underperforming SPAC Still Subject to Federal Claims in Securities Class Action

Proskauer - Corporate Defense and Disputes on 5/17/2021

If 2020 was the “Year of the SPAC,” 2021 may be turning into the year of the SPAC class action. We have already followed numerous cases where recently formed SPACs have been challenged in federal court for alleged violations...more

The Ripples Behind the SPAC Wave

Proskauer - The Capital Commitment on 3/25/2021

The past year saw a burst in popularity of SPACs. More than half of companies that went public in 2020 did so using a SPAC on their way to raising over $80 billion in proceeds, and so far in 2021 SPAC offerings far outpace...more

Considering a SPAC Transaction? Keep Securities Litigation Risks at Top-of-Mind

Seyfarth Shaw LLP on 3/4/2021

Seyfarth Synopsis: Special Purpose Acquisition Company (“SPAC”) transactions have dramatically increased since the start of 2020, bringing with them risk of securities litigation....more

Poison Pill Deep Dive Series: The Inadvertent Triggering Exception

Morrison & Foerster LLP on 5/28/2020

The first of a six-part series examining six specific and evolving rights plan provisions. An increasing number of companies are choosing to adopt shareholder rights plans (otherwise known as “poison pills”) in response to...more

Proposed 162(m) Regulations Add Another Layer of Executive Compensation Issues in M&A

Holland & Knight LLP on 3/2/2020

The Tax Cuts and Jobs Act of 2017 (TCJA) upended public company compensation structures nationwide. Prior to the TCJA, Section 162(m) of the Internal Revenue Code of 1986, as amended, generally provided for a $1 million...more

Southern District Of New York Dismisses Federal Securities Claims Against Asset Management Company For Failure To Adequately...

A&O Shearman on 10/9/2019

On September 30, 2019, Judge Loretta A. Preska of the United States District Court for the Southern District of New York dismissed federal securities claims brought against a Japanese investment advisor and asset manager (the...more

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