News & Analysis as of

Securities Exchange Act

The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +
The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange Commission (SEC), which is the primary regulatory agency enforcing federal securities laws. less -

Lending Club Decision Provides Guidance For Bringing Section 11 Claims Based on Weaknesses in Internal Controls

We have been following defendants’ motions to dismiss in the In re Lending Club Securities Litigation class action, No 3:16-cv-02627-WHA, in the United States District Court for the Northern District of California (“the...more

First Circuit Affirms Dismissal of Biogen Investors’ Claims, Finding a Lack of “Connecting Detail,” in In re Biogen Inc....

In this putative class action, investors alleged that Biogen executives misled the public about the impact on sales of the company’s multiple sclerosis drug Tecfidera after one patient’s death. Plaintiffs alleged violations...more

SEC Files Another Financial Fraud Action

by Dorsey & Whitney LLP on

Despite an economy in which many firms are reporting favorable results, the Commission continues to ferret out those who try and take a short-cut to good financial performance through fraud. For example, in recent weeks the...more

District Court Dismisses Shareholder Claim that Equity Award Share Withholding Triggers Section 16(b) Liability - Update

by McDermott Will & Emery on

A US District Court recently dismissed a claim that an insider’s election to satisfy an income tax obligation by having shares withheld from the delivery of an award constituted a non-exempt sale of shares back to the issuer...more

District Of Massachusetts Dismisses Putative Securities Class Action, Finding Vague And Generalized Allegations To Be...

by Shearman & Sterling LLP on

On June 6, 2017, United States District Judge George A. O’Toole, Jr. of the United States District Court for the District of Massachusetts dismissed with prejudice a putative securities class action against Sonus Networks,...more

What Are The Reporting Obligations Under Section 16?

by Sullivan & Worcester on

Most in-house counsel of public companies are very familiar with the reporting obligations required by the trifecta – Form 8-Ks, Form 10-Qs and Form 10-Ks – but they oftentimes rely on outside counsel to help determine...more

District Court Dismisses Shareholder Claim that Equity Award Share Withholding Triggers Section 16(b) Liability

by McDermott Will & Emery on

On April 26, 2017, the United States District Court for the Southern District of Texas dismissed a claim based on a shareholder’s interpretation of SEC Rule 16b-3(e), that an insider’s elective share withholding constitutes a...more

Inside the Courts – An Update From Skadden Securities - June 2017

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February 2017 and April 2017. The cases address developing trends in class actions, ERISA, fiduciary duties,...more

Regulation 14C and the Effectiveness of a Non-Unanimous Shareholders’ Written Consent

Securities lawyers know that the regulatory regime for disclosure and shareholder communications under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), when action is being taken by shareholders, includes...more

Resources on Crypto-Tokens and Securities Law

by Perkins Coie on

The following resources take a deep dive into the issues surrounding crypto-tokens and securities law and recognize that, when properly designed, some tokens may not meet the Howey test...more

Foreign Private Issuer Calculation Date for Calendar Year-End Foreign Issuers is June 30, 2017

by Dorsey & Whitney LLP on

As a reminder to all foreign issuers that have a December 31 fiscal year end, the upcoming end of their second fiscal quarter, June 30, 2017, will be the calculation date for their status as a foreign private issuer (“FPI”)...more

Whistleblower Hotlines: Still a Vital Tool

by NAVEX Global on

Recently the chief compliance officer of a global company asked me: does a company need a telephone-based whistleblower hotline anymore? In our all-technology, all-the-time world, could a company phase out telephone hotlines...more

Government Leaks Lead to Landmark Insider Trading Case

On May 24, 2017, the SEC for the first time brought charges based on allegations of insider trading on confidential government information. The alleged insider trading scheme involved tips related to three announcements by...more

First Circuit Affirms Dismissal Of Putative Securities Class Action, Finding Public Disclosures Precluded Any Finding Of Intent To...

by Shearman & Sterling LLP on

On May 12, 2017, the United States Court of Appeals for the First Circuit affirmed the dismissal of a putative securities class action against biopharmaceutical company Biogen Inc. and three of its officers. In Re: Biogen...more

SEC, Cooperman Settle Insider Trading Claims

by Dorsey & Whitney LLP on

The Commission settled its hotly contested insider trading case against well-known hedge fund manager, Leon Cooperman. SEC v. Cooperman (E.D. Pa. Filed Sept. 21, 2016)....more

Ninth Circuit Affirms Dismissal Of Exchange Act Claims Based On Omnicare's Standard For Falsity Of Opinion Statements

by Shearman & Sterling LLP on

On May 5, 2017, the United States Court of Appeals for the Ninth Circuit affirmed a lower court’s decision dismissing a putative securities fraud class action against orthodontics and dental products maker Align Technology,...more

Ninth Circuit Extends Omnicare to Section 10(b) Overturning Prior Falsity Standard for Opinion Statements

by Dechert LLP on

As popular targets for investor suits, officers and directors of public companies have another tool to defend against securities class actions, and specifically claims relating to the recording of goodwill. On May 5, 2017, in...more

Social Media Update: FINRA Releases Additional Guidance on Social Networking Websites and Business Communications

by K&L Gates LLP on

On April 25, 2017, the Financial Industry Regulatory Authority, Inc. (“FINRA”) released a Regulatory Notice titled Social Media and Digital Communications: Guidance on Social Networking Websites and Business Communications...more

Food for Thought, part 2

Below, a continuation of our bibliography of thought-provoking articles on issues related to right-sizing regulation, staying private versus going public, and related topics...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

SEC Proposes to Add New Reporting Events to the Municipal Disclosure Rule

by Hinshaw & Culbertson LLP on

On March 15, 2017, the U.S. Securities and Exchange Commission (SEC) published for public comment proposed amendments to the Municipal Disclosure Rule, Rule 15c2-12 under the Securities Exchange Act of 1934. The proposed...more

Capital Markets & Public Companies Quarterly: New Developments in 2017

by McDermott Will & Emery on

The first quarter of 2017 saw quite a few new developments in the Capital Markets & Public Companies regulatory landscape. President Trump’s nominee to be the new Chair of the Securities and Exchange Commission (SEC), Jay...more

SEC Approves T+2 Settlement

by Dechert LLP on

The U.S. Securities and Exchange Commission (SEC) on March 22, 2017 adopted amendments to Rule 15c6- 1(a) under the Securities Exchange Act of 1934 (Exchange Act), to shorten the standard settlement cycle for securities...more

SEC Adopts JOBS Act Amendments to Forms and Rules, EGC, and Crowdfunding Inflation Adjustments

by Alston & Bird on

On March 31, 2017, the Securities and Exchange Commission (SEC) adopted technical amendments to several rules and commonly used forms, including Forms S-1, S-3, and S-4 under the Securities Act and Forms 8-K, 10-Q, and 10-K...more

The Supreme Court Agrees to Decide Whether a Failure to Disclose Known Trends and Uncertainties Under Item 303 of SEC Regulation...

by Alston & Bird on

On March 27, 2017, the U.S. Supreme Court granted a petition for writ of certiorari in Leidos v. Indiana Public Retirement System, et al., No. 16-581, and agreed to review the Second Circuit’s decision that Item 303 of SEC...more

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