A federal court in California refused to grant a judgment or a new trial to a defendant who was found to have engaged in insider trading when he purchased securities of one company based on material nonpublic information...more
The U.S. Supreme Court held that the Seventh Amendment to the U.S. Constitution entitles a defendant to a jury trial when the Securities and Exchange Commission seeks to impose civil penalties for violations of the federal...more
6/28/2024
/ Administrative Law Judge (ALJ) ,
Administrative Proceedings ,
Article III ,
Bars ,
Civil Monetary Penalty ,
Enforcement Actions ,
Jury Trial ,
Public Rights Doctrine ,
SCOTUS ,
SEC v Jarkesy ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Fraud ,
Seventh Amendment
The U.S. Supreme Court recently held that the anti-fraud provision of the Securities Exchange Act does not prohibit “pure omissions,” but only false statements or misleading half-truths. The unanimous decision in Macquarie...more
4/16/2024
/ Enforcement ,
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 Violations
Proskauer’s Hedge Fund Trading Guide offers a concise, easy-to-read overview of the trading issues and questions we commonly encounter when advising hedge funds and their managers. It is written not only for lawyers, but also...more
4/12/2024
/ Big-Boy Letters ,
Breach of Duty ,
Debt ,
Enforcement Actions ,
Hedge Funds ,
Insider Trading ,
Investors ,
Materiality ,
Misappropriation ,
MNPI ,
Non-Public Information ,
Pecuniary Losses ,
Securities and Exchange Commission (SEC) ,
Third-Party ,
Web Scraping ,
White Collar Crimes
A federal jury in California agreed with the SEC that a corporate official engaged in insider trading when he purchased securities of a company based on material nonpublic information (“MNPI”) about a different company. The...more
4/8/2024
/ Breach of Duty ,
Confidentiality Agreements ,
Insider Trading ,
Jury Trial ,
Jury Verdicts ,
Mergers ,
Misappropriation ,
MNPI ,
Motion to Dismiss ,
Securities and Exchange Commission (SEC) ,
Summary Judgment
Proskauer’s Hedge Fund Trading Guide offers a concise, easy-to-read overview of the trading issues and questions we commonly encounter when advising hedge funds and their managers. It is written not only for lawyers, but also...more
Multiple legal challenges have already been launched against the SEC’s new climate change disclosure rules. Plaintiffs include Attorneys General from several states, a large business trade organization and a private energy...more
3/19/2024
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Greenhouse Gas Emissions ,
Multidistrict Litigation ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stays
Well – this took four months. The U.S. Court of Appeals for the Fifth Circuit ordered en banc rehearing of an unsuccessful challenge to the Securities and Exchange Commission’s approval of the Nasdaq Stock Market’s rules...more
The SEC defeated a motion for summary judgment brought by a defendant whom the SEC accused of engaging in insider trading based on news about a not-yet-public corporate acquisition when he purchased securities of a company...more
The U.S. Court of Appeals for the Fifth Circuit denied review of the Securities and Exchange Commission’s approval of proposed rules promulgated by the Nasdaq Stock Market concerning the diversity of directors on...more
10/20/2023
/ Administrative Procedure Act ,
Appeals ,
Board of Directors ,
Corporate Counsel ,
Disclosure Requirements ,
Diversity ,
En Banc Review ,
Nasdaq ,
New Rules ,
Proposed Rules ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
The U.S. Court of Appeals for the Second Circuit held that a statement of opinion that reflects some subjective judgment can nevertheless be actionable under the securities laws if it misleads investors into thinking that the...more
8/23/2023
/ Appeals ,
Enforcement ,
Financial Statements ,
GAAP ,
Investors ,
Misleading Statements ,
Sarbanes-Oxley ,
Securities ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation
The SEC suffered a significant loss last week in its ongoing legal battle with Ripple over the XRP digital token. While the District Court held that Ripple’s initial sales of XRP to institutional investors constituted the...more
7/18/2023
/ Blockchain ,
Crypto Exchanges ,
Digital Assets ,
FinTech ,
Hedge Funds ,
Howey ,
Interlocutory Appeals ,
Investors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Unregistered Securities
The gloves are off. The SEC’s recent enforcement actions against leading crypto exchanges suggest that the SEC has decided that time’s up for the crypto industry as it currently exists in the United States....more
6/15/2023
/ Broker-Dealer ,
Clearing Agencies ,
Coinbase ,
Crypto Exchanges ,
Cryptocurrency ,
Enforcement Actions ,
Howey ,
Infrastructure ,
Popular ,
Securities ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Simple Agreement for Future Tokens (SAFT)
The en banc Court of Appeals for the Ninth Circuit affirmed the dismissal of a shareholder derivative action in light of an exclusive-forum bylaw requiring assertion of derivative claims in the Delaware Court of Chancery,...more
6/5/2023
/ Appeals ,
Bylaws ,
Delaware General Corporation Law ,
Derivatives ,
Dismissals ,
En Banc Review ,
Forum Selection ,
Private Right of Action ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholders
The U.S. Supreme Court held that purchasers of shares sold to the public through a direct listing cannot sue under Section 11 of the Securities Act of 1933 unless they can trace their shares to an allegedly defective...more
6/1/2023
/ Direct Listing ,
Initial Public Offering (IPO) ,
Misrepresentation ,
NYSE ,
Omissions ,
Prospectus ,
Publicly-Traded Companies ,
Registration Statement ,
Section 11 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation ,
Securities Transactions ,
Slack ,
Slack Technologies Inc v Pirani ,
Stock Prices ,
Unregistered Securities
The Supreme Court held today that constitutional challenges to administrative agencies’ structure can be brought in federal district court and need not be raised through an administrative proceeding with subsequent appellate...more
On February 23, the U.S. Court of Appeals for the Fourth Circuit reversed a mid-trial grant of judgment as a matter of law against the Securities and Exchange Commission in a jury trial for insider trading. The decision in...more
The Court of Appeals for the Ninth Circuit held today that social media and other mass communications concerning securities can constitute solicitations potentially creating statutory-seller liability under § 12(a)(2) of the...more
SEC Division of Enforcement Director Gurbir Grewal and several high-ranking officials from the U.S. Attorney’s Offices for the Southern and Eastern Districts of New York and the FBI spoke on November 29, 2022 at a conference...more
12/1/2022
/ Cryptocurrency ,
Due Diligence ,
Enforcement ,
Environmental Social & Governance (ESG) ,
FBI ,
Foreign Corrupt Practices Act (FCPA) ,
Fraud ,
Insider Trading ,
Investigations ,
National Security ,
Private Funds ,
Securities and Exchange Commission (SEC)
In a scathing opinion, Southern District of New York Judge Ronnie Abrams recently blasted the SEC’s standard demand that defendants settling with the Commission agree never to deny the allegations against them. Judge Abrams’...more
The U.S. District Court for the Southern District of New York recently rejected a proposed settlement of a securities class action involving purchasers of digital tokens due to concerns about whether the lead plaintiff had...more
A recent Seventh Circuit decision in Seafarers Pension Plan v. Bradway may complicate defendants’ ability to use forum-selection bylaws as a basis for dismissal of derivative suits pleading claims under the Securities...more
1/21/2022
/ Boeing ,
Bylaws ,
Delaware General Corporation Law ,
Derivative Suit ,
Dismissals ,
Enforcement Actions ,
Forum Selection ,
Jurisdiction ,
Reversal ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Litigation ,
Unenforceable Contract Terms
The SEC prevailed on a motion to dismiss a closely watched lawsuit alleging that a company employee had engaged in insider trading based on news about a not-yet-public corporate acquisition when he purchased securities of a...more
The SEC prevailed on a motion to dismiss a closely watched lawsuit alleging that the defendant had engaged in insider trading based on news about a not-yet-public corporate acquisition when he purchased securities of a...more
1/20/2022
/ 10b5-1 Plans ,
Acquisition Agreements ,
Enforcement Actions ,
Fiduciary Duty ,
Insider Trading ,
Material Nonpublic Information ,
Misappropriation ,
Motion to Dismiss ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Securities Regulation ,
Securities Transactions ,
Securities Violations
The Securities and Exchange Commission’s Investor Advisory Committee (the “IAC”) is considering recommendations from its Owner Subcommittee urging the Commission to tighten the affirmative defense and disclosure requirements...more