On December 14, 2022, the Securities and Exchange Commission unanimously adopted final rules relating to Rule 10b5-1 plans. Properly structured, a Rule 10b5-1 plan provides an affirmative defense to Rule 10b-5 liability for...more
On December 15, 2021, the U.S. Securities and Exchange Commission proposed amendments to Rule 10b5-1 trading plans, as SEC Chairman Gary Gensler first previewed in June in the wake of increased scrutiny of the plans. A Rule...more
Rule 10b5-1 trading plans have faced increased scrutiny since the onset of the COVID-19 pandemic and the corresponding public focus on stock sales by executives of public life sciences companies. On June 7, 2021, SEC Chairman...more
On March 5, 2021, the U.S. Securities and Exchange Commission filed an enforcement action in the U.S. District Court for the Southern District of New York charging AT&T with repeated violations of Section 13 of the Securities...more
3/22/2021
/ Aiding and Abetting ,
AT&T ,
Disclosure Requirements ,
Enforcement Actions ,
Investors ,
Non-Public Information ,
Publicly-Traded Companies ,
Regulation FD ,
Section 13 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations
Institutional Shareholder Services (“ISS”) published its proxy voting guidelines updates for 2021 (“Policy Updates”) on November 12, 2020. The changes that are likely to be of most interest to companies include new and...more
11/18/2020
/ Advance Notice ,
Annual Meeting ,
Board of Directors ,
Bylaws ,
Corporate Governance ,
Diversity ,
Environmental Social & Governance (ESG) ,
Exclusive Forum ,
Independent Director ,
Institutional Shareholder Services (ISS) ,
Poison Pill ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
S&P ,
Shareholder Proposals ,
Virtual Meetings
Last month, the SEC announced that a public company had agreed to pay a $20 million penalty to resolve charges related to its repurchase of stock while supposedly in possession of material, non-public information (“MNPI”)...more
A lot of attention has been paid to board diversity – or lack thereof – in recent months. California enacted AB-979, which expanded upon California’s earlier gender diversity law and requires boards to make strides in other...more
11/11/2020
/ Board of Directors ,
Breach of Duty ,
Corporate Governance ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Duty of Candor ,
Duty of Loyalty ,
False Statements ,
Fiduciary Duty ,
Good Faith ,
Misleading Statements ,
Misrepresentation ,
Proxy Statements ,
Public Statements ,
Publicly-Traded Companies ,
Securities Exchange Act of 1934 ,
Shareholders
In a May 12, 2020 Keynote Address at the Securities Enforcement Forum West 2020, U.S. Securities and Exchange Commission (SEC) Co-Director of Enforcement Steven Peikin discussed the SEC’s COVID-19-related enforcement...more
The ongoing global outbreak of the novel coronavirus (COVID-19) raises important considerations for life sciences companies subject to U.S. Securities and Exchange Commission (“SEC”) disclosure and reporting requirements. As...more
The Securities and Exchange Commission (the Commission) has published a report of an investigation (the Report) into whether certain public companies that suffered financial losses as a result of cyber-related fraud violated...more
After receiving an inquiry from a government agency, such as a subpoena, a Civil Investigative Demand (“CID”), or an informal request for information, public companies ask whether they must disclose publicly that they may be...more
3/16/2016
/ Civil Investigation Demand ,
D&O Insurance ,
Duty to Disclose ,
FOIA ,
Government Investigations ,
Mergers ,
Public Disclosure ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Subpoenas ,
Wells Notice
In two recent rulings, the New York Supreme Court rejected settlements arising from lawsuits in which plaintiff stockholders challenged the defendant public companies’ merger-related disclosures. The court in each case...more