Securities Exchange Act Rule 10b-5

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 -
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Securities Class Action Filings Up In 2013, But Could The Supreme Court Burst Their Bubble In 2014?

Last week, NERA Economic Consulting released its annual report, “Recent Trends in Securities Class Action Litigation: 2013 Full-Year Review.” The report showed that in 2013, there were increases in both the number of federal...more

Supreme Court To Reconsider Theory Underlying Modern Securities Class Actions

Last month, the Supreme Court agreed to reconsider the “fraud-on-the-market” presumption, an underpinning of class-action securities litigation for the last 25 years. The Court’s decision to grant certiorari in Halliburton...more

District Court Dismisses a Shareholder Suit for Failing to Plead Scienter

The US District Court for New Jersey recently granted a motion to dismiss by defendants, Columbia Laboratories, Inc. (Columbia) and Watson Pharmaceuticals, Inc. (Watson). The plaintiff group brought an action under Section...more

Financial Fraud Law Report: October 2013 - Insider Trading in Mutual Funds: Do Traditional Theories Apply?

A federal court of appeals recently held out the possibility that insider trading prohibitions — at least under the classic theory — do not apply to mutual fund redemptions. The U.S. Court of Appeals for the Seventh...more

Second Circuit Applies Morrison to Criminal Prosecution Under Section 10(b) and Rule 10b-5

In United States v. Vilar, Case Nos. 10-521(L), 10-580(CON), 10-4639(CON), 2013 WL 4608948 (2d Cir. Aug. 30, 2013), the United States Court of Appeals for the Second Circuit held that Section 10(b) of the Securities Exchange...more

Must Suits/Actions To Enforce Section 25401 Be Brought In The Federal Courts?

Suppose Congress enacts a statute providing that the federal courts will have exclusive jurisdiction of all lawsuits brought to enforce any liability or duty under a federal act or the rules adopted under that act. If a...more

Why You Should Revisit The Terms Of Your Corporate Insider Trading Policy In Light Of Increased Public And SEC Scrutiny

Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 prohibit the employment of manipulative and deceptive devices in connection with the purchase or sale of securities, including transacting in securities “on...more

SEC Warns Public Officials About Potential Liability

The SEC instituted a settled cease-and-desist proceeding against the City of Harrisburg, Pennsylvania for its violations of Section 10(b) of the Securities Exchange Act (“Exchange Act”) and Rule 10b-5. ...more

In The SDNY, Hindsight Is No Substitute For Red Flags When Alleging Scienter

On April 8, 2013, Judge Shira A. Scheindlin of the Southern District of New York granted auditor Deloitte Touche Tohmatsu CPA’s (“DTTC”) motion to dismiss a shareholder class action, finding that plaintiffs failed to...more

"Getting Back to Basics with Rule 10b5-1 Trading Plans"

In late 2012, The Wall Street Journal published a number of articles that analyzed the trading practices of certain public company executives, in many cases under trading plans that were entered into in accordance with the...more

District Court Finds that Securities Exchange Act Covers Stock "Float" Manipulation

In a self-described “precedent-setting” order, the US District Court for the Eastern District of Pennsylvania recently found that the Securities Exchange Act of 1934 (Exchange Act) can apply to a scheme aimed at gaining...more

Second Circuit Affirms Dismissal of Class Action Against S&P Over MBS Ratings

On December 20, 2012, the Second Circuit affirmed a decision by Judge Sidney H. Stein of the Southern District of New York dismissing a putative class action suit alleging that Standard & Poor’s Ratings Services intentionally...more

Company's Forward-Looking Statements Protected by the PSLRA's Safe Harbor

On January 2, 2013, the U.S. District Court for the Southern District of New York dismissed a securities class action complaint filed against an online provider of medical information and three of its directors and officers,...more

What You Need to Know About the STOCK Act

Beginning today, members and senior staff1 of the U.S. House of Representatives and U.S. Senate are required to disclose certain financial transactions no later than 45 days after the transaction has occurred. This new...more

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