The U.S. Supreme Court has unanimously ruled that pure silence in MD&A statements are not actionable in shareholder securities fraud cases. The case is important for issuers and shareholders alike for several reasons:
-...more
4/19/2024
/ Corporate Issuers ,
Disclosure ,
Disclosure Requirements ,
False Statements ,
Item 303 ,
Macquarie Infrastructure Corp v Moab Partners LP ,
Misleading Statements ,
Omissions ,
Regulation S-K ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Fraud ,
Securities Violations
As we kick off 2023, we are optimistic that the healthcare private equity (PE) market will be resilient despite various headwinds. As you think ahead, please consider the issues and trends summarized below that may be helpful...more
1/9/2023
/ Capital Markets ,
Cyber Attacks ,
Cybersecurity ,
Debt Market ,
Earn-Outs ,
Employee Retention ,
Environmental Social & Governance (ESG) ,
Health Care Providers ,
Healthcare ,
Healthcare Fraud ,
Investment ,
Investors ,
Minority Equity Investments ,
New Legislation ,
New Rules ,
Non-Compete Agreements ,
Physicians ,
Private Equity ,
Proposed Regulation ,
Ransomware ,
Rollover Equity ,
Section 220 Request
The market has seen a boom in the last two years for emerging companies going public through the use of special-purpose acquisition companies (SPACs). SPACs are attractive vehicles for allowing a private company to gain...more
5/4/2021
/ Disclosure ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
Insider Trading ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Transactions ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs) ,
Sponsors
In Liu v. SEC, one of this Term’s most closely watched securities cases, the U.S. Supreme Court seemed poised during oral argument on Tuesday to affirm but potentially clarify the SEC’s ability to seek disgorgement in federal...more
3/6/2020
/ Administrative Authority ,
Disgorgement ,
Equitable Relief ,
Kokesh v SEC ,
Lack of Authority ,
Liu v Securities and Exchange Commission ,
Oral Argument ,
Penalties ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Split of Authority ,
Statute of Limitations
Section 220 of the Delaware General Corporation Law allows stockholders to inspect various books and records of a company upon showing a proper purpose for the request, among other statutory requirements. In this electronic...more
2/12/2019
/ Board of Directors ,
Books & Records ,
Corporate Executives ,
Data Privacy ,
Data Protection ,
DE Supreme Court ,
Delaware General Corporation Law ,
Electronic Communications ,
Electronically Stored Information ,
Email ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders
On December 19, 2018, the Delaware Chancery Court held that a business incorporated in Delaware could not use its corporate charter or bylaws to require that its shareholders bring any securities claims under the Securities...more
On October 16, 2018, the SEC released an Investigative Report detailing recent email spoofing schemes that caused nine public companies to lose a total of nearly $100 million. Building on its February 2018 guidance about the...more
10/19/2018
/ Accounting Controls ,
Cyber Attacks ,
Cyber Threats ,
Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Email ,
Employee Training ,
Internal Controls ,
Investors ,
Policies and Procedures ,
Popular ,
Publicly-Traded Companies ,
Risk Management ,
Scams ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Spoofing ,
Wire Fraud