News & Analysis as of

Securities Regulation S-K

Dechert LLP

SCOTUS: Pure Omissions Are Not Actionable Under Rule 10b-5

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The United States Supreme Court held that pure omissions, standing alone, are not actionable in private civil litigation under Rule 10b-5(b), which makes it unlawful to omit material facts in connection with buying or selling...more

Keating Muething & Klekamp PLL

Securities Snapshot: 1st Quarter 2024

NEW CLIMATE-DISCLOSURE RULES SUBJECT TO HEAT OF LEGAL CHALLENGES - While your winter blues are hopefully melting away, recent rule making from the Securities and Exchange Commission is feeling the heat of several lawsuits....more

Dechert LLP

Securities and Derivative Litigation: Quarterly Update - February 2024

Dechert LLP on

As we close out 2023 and begin the first quarter of 2024, securities and derivative litigation continues to evolve. In this quarterly update, we examine trends in federal securities class action filings, which saw an uptick...more

Dorsey & Whitney LLP

Did You Remember These Developments for the 2020 SEC Reporting Season?

Dorsey & Whitney LLP on

Preparations for annual reporting on Form 10-K and the 2020 proxy season have begun in earnest for many companies. We have summarized certain governance and disclosure developments that should be considered in the course of...more

Cadwalader, Wickersham & Taft LLP

2016 Year In Review: Securities Litigation And Regulation

2016 was an active year in securities litigation. In the first half of 2016 alone, plaintiffs filed 119 new federal class action securities cases. It was also a busy year for SEC enforcement proceedings, with a record 868...more

Stinson - Corporate & Securities Law Blog

SEC Enforcement Actions for Failure to Report Sales of Unregistered Securities

On two successive days, the SEC brought settled enforcement actions against issuers for failure to report sales of unregistered securities. Under Item 1.01 of Form 8-K, a registrant must disclose its entry into a material...more

Stinson - Corporate & Securities Law Blog

SEC Proposes Amendments to Require Hyperlinks to Exhibits in Filings

The SEC has proposed rule and form amendments that would require registrants to include a hyperlink to exhibits in their filings. The proposed amendments would require registrants that file registration statements and...more

Stinson LLP

Pay Versus Performance Rules Proposed by Securities and Exchange Commission

Stinson LLP on

On April 29, 2015, the U.S. Securities and Exchange Commission (SEC) issued another proposed rule under the Dodd-Frank Act, this time with respect to the pay versus performance requirements of Section 953(a) of the Act. ...more

Benesch

Omissions Regarding “Known Trends” in a 10-Q Report May Support a Securities Fraud Claim

Benesch on

If a public company fails to disclose in its quarterly or annual reports trends and uncertainties that it could reasonably expect to have a material impact on revenues, at least one significant federal court has held that the...more

Foley & Lardner LLP

Failure to Disclose Known Trends or Uncertainties in Public Filings May Create Liability Under Section 10(b)

Foley & Lardner LLP on

On January 12, 2015, the U.S. Court of Appeals for the Second Circuit held in Stratte-McClure v. Morgan Stanley that a failure to make a required disclosure under Item 303 of Regulation S-K in a Quarterly Report on Form 10-Q...more

Jackson Walker

SEC's Proposed Disclosure Requirements for Hedging Transactions by Directors and Employees Would Apply to Issuers of All Sizes

Jackson Walker on

On February 9, 2015, the SEC proposed amendments requiring disclosure in proxy and information statements regarding issuers' policies governing the entrance of employees, officers, and directors into hedging transactions...more

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