What’s in a name? According to the Securities and Exchange Commission, quite a bit. On September 20, 2023, the SEC adopted amendments to the Investment Company Act of 1940, most notably to the “Names Rule” governing the names...more
In late July 2023, House Republicans on the Financial Services Committee introduced four bills targeting various business and market activities that implicate environmental, social, and governance issues. In a statement...more
9/7/2023
/ Climate Action Plan ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Environmental Social & Governance (ESG) ,
Financial Regulatory Reform ,
Financial Services Industry ,
Popular ,
Proposed Legislation ,
Proxy Voting ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
According to a new survey, most large companies are preparing to comply with the Securities and Exchange Commission’s (SEC) proposed climate disclosure rule even though it is not final, but many business leaders are concerned...more
4/7/2023
/ Climate Action Plan ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Publicly-Traded Companies ,
Registration Statement ,
Regulatory Agenda ,
Regulatory Reform ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On February 7, the Division of Examinations of the U.S. Securities and Exchange Commission (SEC) announced the publication of its 2023 examination priorities, which include a focus on ESG-related advisory services and fund...more
Mark T. Uyeda, Commissioner at the U.S. Securities and Exchange Commission (SEC), spoke at the California ‘40 Acts Group on January 27 regarding various investment-related ESG issues....more
In remarks on March 5, 2022 on PLI’s Corporate Governance webcast, Commissioner Allison Herren Lee of the Securities and Exchange Commission stated that, 20 years after its enactment, it is time to revisit the “unfulfilled...more
Summary -
In an important development, on April 28, 2022, the Securities and Exchange Commission (SEC) commenced an action in the United States District Court for the Eastern District of New York in which it asserted that...more
5/3/2022
/ Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
False Statements ,
Intent to Defraud ,
Investment Fraud ,
Mining ,
Misleading Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
On March 21, 2022, the U.S. Securities and Exchange Commission (the “SEC”) proposed far-reaching amendments to Regulation S-K and Regulation S-X that would mandate significant additional climate-related disclosures for public...more
4/13/2022
/ Climate Change ,
Comment Period ,
Corporate Governance ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Proposed Amendments ,
Public Comment ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 21, 2022, the U.S. Securities and Exchange Commission (the “SEC”) proposed far-reaching amendments to Regulation S-K and Regulation S-X that would mandate significant additional climate-related disclosures for public...more
4/7/2022
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Proposed Regulation ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 21, 2022, the U.S. Securities and Exchange Commission (the “SEC”) proposed far-reaching amendments to Regulation S-K and Regulation S-X that would mandate significant additional climate-related disclosures. If...more
3/24/2022
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Proposed Regulation ,
Public Comment ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Federal courts closed out 2021 with a flurry of securities decisions in the month of December. In this update, we discuss two decisions involving claims under Section 10(b) of the Securities Exchange Act of 1934 and Rule...more
1/19/2022
/ Coronavirus/COVID-19 ,
Enforcement Actions ,
Infectious Diseases ,
Material Misstatements ,
Rule 10(b) ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Securities Violations ,
Vaccinations
On November 24, 2021, the U.S. Court of Appeals for the Second Circuit issued a pair of decisions addressing threshold requirements for securities fraud claims under Section 10(b) of the Securities Exchange Act of 1934 and...more
12/8/2021
/ Appeals ,
Article III ,
Failure To Disclose ,
Investment ,
Material Misstatements ,
Omissions ,
Pleading Standards ,
Proxy Statements ,
Rule 10(b) ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Fraud ,
Securities Litigation ,
Securities Transactions ,
Standing
The recent IPO for Rivian Automotive Inc., the electric pick-up truck manufacturer whose shares increased 29% on the day following the offering, resulting in an enterprise valuation of more than $86 billion – more than the...more
12/2/2021
/ Business Strategies ,
Capital Investments ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Initial Public Offering (IPO) ,
Investment ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Sustainable Business Practices
On September 20, 2021, in Pirani v. Slack Technologies, Inc., a divided panel of the U.S. Court of Appeals for the Ninth Circuit held that investors who purchase stock in a “direct listing”—in which pre-existing shares are...more
11/2/2021
/ Article III ,
Class Action ,
Direct Listing ,
Investment ,
Misrepresentation ,
Registration Statement ,
Section 11 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Securities Transactions ,
Securities Violations ,
Slack ,
Standing ,
Unregistered Securities
As investors’ calls for greater climate-related corporate accountability grow louder, the “E” in ESG—environmental, social and governance—looms larger than ever, particularly from the perspective of directors facing oversight...more
On August 6, 2021, the Securities and Exchange Commission (“SEC”) issued an order approving proposed rule changes submitted by The Nasdaq Stock Market LLC (“Nasdaq”) to adopt listing rules related to board diversity. ...more
8/11/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Minorities ,
Nasdaq ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
On May 10, 2021, in SEC v. Morrone, a panel of the U.S. Court of Appeals for the First Circuit held that the federal securities laws apply to securities transactions as long as “irrevocable liability”—the point at which...more
While the past year, or even eighteen months, was short on landmark federal securities law decisions, there was significant activity on the part of private securities litigants. In 2018, plaintiffs filed 403 new federal...more
5/13/2019
/ China Agritech Inc v Resh ,
Class Action ,
Class Certification ,
Cyan Inc v Beaver Cty Emps Ret Fund ,
Cybersecurity ,
Emulex Corp. v Varjabedian ,
Government Investigations ,
Publicly-Traded Companies ,
Regulatory Violations ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Statute of Limitations ,
White Collar Crimes
Recent events have made it clear that there is an increased regulatory focus on the conduct of investment professionals in the wealth-management industry. ...more
On February 9, 2018, a three-judge panel of the U.S. Court of Appeals for the District of Columbia Circuit unanimously ruled in favor of the Loan Syndications and Trading Association (“LSTA”) in its lawsuit against the...more
The securities litigation and regulatory landscape in 2017 defies simple categorization. Plaintiffs filed 226 new federal class actions in the first half of 2017, more than double the average rate over the last 20 years, and...more
1/8/2018
/ Basic v Levinson ,
CalPERS v ANZ Securities ,
Class Action ,
Cyan Inc v Beaver Cty Emps Ret Fund ,
Digital Realty Trust Inc v Somers ,
Enforcement Actions ,
Indemnification ,
Insider Trading ,
Kokesh v SEC ,
Martoma ,
Omnicare v Laborers District Council ,
Petrobras ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
SLUSA ,
Statute of Limitations ,
Statute of Repose ,
Whistleblowers ,
White Collar Crimes
Legislation passed by the U.S. House of Representatives threatens to shake up the Securities and Exchange Commission’s enforcement program in a historic manner....more
6/12/2017
/ Administrative Law Judge (ALJ) ,
Administrative Proceedings ,
Dodd-Frank ,
Enforcement Actions ,
Financial Institutions ,
Financial Regulatory Reform ,
Government Investigations ,
Pending Legislation ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Wells Notice ,
White Collar Crimes
Over the past few years, private equity funds and hedge funds have increasingly employed tactics traditionally employed by the other as part of their value maximization strategies. Underscoring this convergence has been a...more
3/3/2017
/ Filing Requirements ,
Going-Private Transactions ,
Hart-Scott-Rodino Act ,
Hedge Funds ,
Insider Trading ,
Investment ,
Private Equity ,
Schedule 13D ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Value Maximization
2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas:
Mergers...more
1/12/2017
/ Acquisitions ,
Activist Investors ,
Appeals ,
Appraisal ,
Audit Committee ,
Business Judgment Rule ,
Chipotle Grill ,
Conflicts of Interest ,
Corporate Governance ,
DE Supreme Court ,
Delaware General Corporation Law ,
Dell ,
Director Nominations ,
Disclosure Requirements ,
Disclosure-Based Settlements ,
Financial Adviser ,
Foreign Corporations ,
General Jurisdiction ,
Going-Private Transactions ,
Hertz ,
Indemnification ,
Jurisdiction ,
Limited Liability Company (LLC) ,
Mergers ,
Popular ,
Proxy Access ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholders ,
Sothebys ,
Special Committees ,
Squeeze-Out Mergers ,
Stocks ,
Trulia