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
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 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. Court of Appeals for the Ninth Circuit ruled last week that the securities-law requirement to plead a “strong inference” of scienter does not apply to claims under § 14(e) of the Securities Exchange Act even where...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
The U.S. Court of Appeals for the First Circuit held yesterday that the U.S. securities laws apply to foreign brokers’ solicitations of securities purchases by foreign investors if the purchasers or sellers incurred...more
The U.S. Court of Appeals for the Second Circuit reaffirmed yesterday that the federal securities laws do not apply to “predominantly foreign” securities transactions even if those transactions might have taken place in the...more
The Second Circuit yesterday affirmed the insider-trading conviction of a doctor who, in breach of a confidentiality agreement, had traded on nonpublic information about a drug trial in which he had been participating. The...more
The Delaware Supreme Court ruled today that Delaware corporations can adopt charter provisions requiring that actions under the federal Securities Act of 1933 be filed in a federal court. The decision in Salzberg v....more
The U.S. District Court for the Central District of California held on January 28, 2020 that the federal securities laws apply to U.S. transactions in unlisted, unsponsored American Depositary Receipts (“ADRs”) for a foreign...more
1/31/2020
/ American Depository Receipts (ADRs) ,
Dismissals ,
Foreign Private Issuers ,
Forum Non Conveniens ,
Morrison v National Australia Bank ,
Over The Counter Derivatives (OTC) ,
Putative Class Actions ,
Remand ,
Securities Exchange Act ,
Stock Exchange ,
Supplemental Jurisdiction ,
Toshiba
The Second Circuit held earlier this week that the criminal statute proscribing securities fraud permits convictions for insider trading without proof that the provider of material, nonpublic information received a personal...more
1/2/2020
/ Breach of Duty ,
Centers for Medicare & Medicaid Services (CMS) ,
Confidential Information ,
Duty of Trust ,
Enforcement Actions ,
EU Market Abuse Regulation (EU MAR) ,
Illegal Tipping ,
Insider Trading ,
Material Nonpublic Information ,
Personal Benefit ,
Rule 10(b) ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Wire Fraud
Since the Second Circuit’s 2014 decision in United States v. Newman triggered a debate about the personal benefit requirement, several bills have been introduced in Congress to define insider trading. The most recent effort...more
One of the more intriguing rulings of this Supreme Court Term is the Court’s one-sentence order yesterday dismissing as improvidently granted the writ of certiorari issued in Emulex Corp. v. Varjabedian (No. 18-459). The...more
4/25/2019
/ Emulex Corp. v Varjabedian ,
Implied Right of Action ,
Mergers ,
Negligent Misrepresentation ,
Private Right of Action ,
Proxy Solicitations ,
Rule 10(b) ,
Rule 10b-5 ,
Scienter ,
SCOTUS ,
Securities Exchange Act ,
Securities Fraud ,
Tender Offers
The Court of Appeals for the Tenth Circuit held today that the Securities and Exchange Commission may bring an enforcement action based on allegedly foreign securities transactions involving non-U.S. residents if sufficient...more
1/25/2019
/ Dodd-Frank ,
Enforcement Actions ,
Extraterritoriality Rules ,
Foreign Investment ,
Jurisdiction ,
Morrison v National Australia Bank ,
Ponzi Scheme ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations ,
Subject Matter Jurisdiction
A federal court in Utah recently held that the Securities and Exchange Commission may bring an enforcement action based on allegedly foreign securities transactions involving non-U.S. residents if sufficient conduct occurred...more
4/6/2017
/ Conduct and Effects Test ,
Dodd-Frank ,
Enforcement Actions ,
Extraterritoriality Rules ,
Foreign Issuers ,
Interlocutory Appeals ,
Jurisdiction ,
Morrison v National Australia Bank ,
Ponzi Scheme ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations
The U.S. Court of Appeals for the Ninth Circuit held today that the Sarbanes-Oxley Act’s disgorgement provision – which requires disgorgement of certain CEO and CFO compensation when an issuer restates its financial...more
On May 16, 2016, the U.S. Supreme Court ruled that the provision of the Securities Exchange Act of 1934 granting federal district courts exclusive jurisdiction over suits brought to enforce the Exchange Act is subject to the...more
The Second Circuit has clarified the applicable statutes of repose for securities-fraud and proxy-related claims under §§ 9(f), 14(a), and 18(a) of the Securities Exchange Act. The court’s March 17, 2016 decision in DeKalb...more
The travails of Petrobras have generated a lot of attention – and litigation – in the past year. On July 30, 2015, District Judge Jed Rakoff, of the Southern District of New York, issued an opinion explaining his prior order...more
8/4/2015
/ Brazil ,
Bylaws ,
Corporate Officers ,
Corruption ,
Investors ,
Kickbacks ,
Mandatory Arbitration Clauses ,
NYSE ,
Petrobras ,
Putative Class Actions ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Shareholder Litigation
On March 25, 2015, U.S. Representative Jim Himes introduced the Insider Trading Prohibition Act. The bill is the latest in a series of efforts to define insider trading following the Second Circuit’s decision last year in...more
The U.S. Court of Appeals for the Third Circuit added its voice yesterday to the ongoing judicial effort to construe the U.S. Supreme Court's 2010 decision in Morrison v. National Australia Bank, concerning the extent to...more
1/28/2015
/ Appeals ,
Cross-Border Transactions ,
Extraterritoriality Rules ,
Market Manipulation ,
Morrison v National Australia Bank ,
OTCBB ,
SCOTUS ,
Securities ,
Securities Exchange Act ,
Securities Fraud ,
Stock Exchange
The U.S. Court of Appeals for the Third Circuit added its voice yesterday to the ongoing judicial effort to construe the U.S. Supreme Court’s 2010 decision in Morrison v. National Australia Bank, concerning the extent to...more