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Client Alert: Supreme Court Clarifies that Pure Omissions Under Item 303 of Reg. S-K Are Not Actionable Under Rule 10b–5(b)

On April 12, 2024, in Macquarie Infrastructure Corp. v. Moab Partners, L.P., the US Supreme Court held that a company’s mere failure to disclose information required by management’s discussion and analysis (Item 303 of SEC...more

Client Alert: Fifth Circuit Court of Appeals Vacates the SEC’s Share Repurchase Disclosure Modernization Rule Amendments

On December 19, 2023, the US Court of Appeals for the Fifth Circuit (Fifth Circuit) issued a decision vacating the share repurchase disclosure modernization rule amendments that the US Securities and Exchange Commission (SEC)...more

Client Alert: Court Adopts SEC's New Unregistered Dealer Theory, Creates Risk of Disgorgement and Penalties for Anyone Trading...

A broad array of financial market participants—mutual funds, private funds, insurers, pension funds, family offices, individuals, and more—may be at risk after the Securities and Exchange Commission (SEC) secured summary...more

Client Alert: Supreme Court Permits Constitutional Challenges to Administrative Agencies While an Enforcement Proceeding Is...

On April 14, 2023, in Axon Enterprise, Inc. v. Federal Trade Commission and the companion case Cochran v. Securities and Exchange Commission, the Supreme Court held that district courts have jurisdiction to hear structural...more

Fifth Circuit Holds SEC's In-House Forum is Unconstitutional

When Congress passed the Dodd-Frank Act, it expanded the SEC’s power to use its in-house administrative forum to bring enforcement actions. Supporters said this change promoted investor protection by giving the SEC a more...more

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