Last week, the U.S. Supreme Court issued a unanimous decision in Macquarie Infrastructure Corp. et al. v. Moab Partners L.P. et al., holding that an omission to make disclosures required by U.S. Securities and Exchange...more
4/15/2024
/ Disclosure Requirements ,
Failure To Disclose ,
Macquarie Infrastructure Corp v Moab Partners LP ,
Omissions ,
Rule 10(b) ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Regulation ,
Securities Violations
In Macquarie Infrastructure Corp., et al., v. Moab Partners, L. P., et. al, a unanimous United States Supreme Court held that failure to make MD&A disclosures required by Item 303 of Regulation S-K does not violate Rule...more
The SEC brought an enforcement action against The Brink’s Company for using confidentiality agreements that the SEC alleged violated Exchange Act Rule 21F-17. That rule prohibits any person from taking any action to impede an...more
The SEC charged Vale S.A., a publicly traded Brazilian mining company and one of the world’s largest iron ore producers, with making false and misleading claims about the safety of its dams prior to the January 2019 collapse...more
The SEC announced settled charges against formerly publicly-traded Leaf Group Ltd. for failing to adequately evaluate and disclose in its annual proxy statement the lack of independence of a director and a board committee as...more
1/12/2022
/ Corporate Counsel ,
Disclosure Requirements ,
Enforcement Actions ,
Failure To Disclose ,
Form 10-K ,
Form 8-K ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations ,
Settlement Agreements
In 2015 the SEC proposed rules to implement Section 954 of the Dodd-Frank which added Section 10D to the Securities Exchange Act of 1934. Section 10D requires the SEC to adopt rules directing the national securities exchanges...more
10/15/2021
/ Clawbacks ,
Comment Period ,
Corporate Governance ,
Dodd-Frank ,
Executive Compensation ,
Financial Stimulus ,
Incentive Compensation ,
Material Misstatements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Securities Violations
Stockholders of Zimmer Biomet Holdings, Inc., brought a derivative law suit. Zimmer is a company that manufactures and markets various products in the highly regulated medical device industry. The plaintiffs’ claims stemmed...more
8/30/2021
/ Audit Committee ,
Derivative Suit ,
Duty to Disclose ,
Earnings Reports ,
Failure To Disclose ,
Fiduciary Duty ,
Medical Devices ,
Omissions ,
Pharmaceutical Industry ,
Scienter ,
Securities Violations ,
Stock Prices
The SEC announced a settled enforcement action against Healthcare Services Group, Inc., John C. Shea, CPA, and Derya D. Warner regarding failure to make accruals for outstanding litigation. According to the SEC’s order...more
Suzanne Flannery v. Genomic Health, Inc. et al is a case about the acquisition of Genomic Health, Inc. (“Genomic” or the “Company”) by Exact Sciences Corp. (“Exact”) pursuant to a Merger Agreement....more
In a recently settled SEC enforcement action, the defendant asked employees to sign an acknowledgement, upon hire and on an annual basis, that they had received, read, and would adhere to the defendant’s employee manual. ...more
The Securities and Exchange Commission charged eight companies for failing to disclose in SEC Form 12b-25 filings, commonly known as Form NT, that their request for seeking a delayed quarterly or annual reporting filing was...more
In re Forum Mobile, Inc. considers petitioner Synergy Management Group LLC’s request for the appointment of its President to be custodian of Forum Mobile, Inc. under Section 226(a)(3) of the Delaware General Corporation Law,...more
The Securities and Exchange Commission announced settled charges against an Oklahoma-based gas exploration and production company, Gulfport Energy Corporation, and its former CEO, Michael G. Moore, for failing to properly...more
On March 5, 2021, the Securities and Exchange Commission charged AT&T, Inc. with repeatedly violating Regulation FD, and three of its Investor Relations executives with aiding and abetting AT&T’s violations, by selectively...more
In a settled enforcement action, the SEC charged Argo Group International Holdings, Ltd. with failure to disclose perquisites provided to its CEO and board member, Mark E. Watson III. In an interesting twist, the SEC charged...more
In a settled enforcement action, the SEC charged Argo Group International Holdings, Ltd. for failure to disclose perqs provided to its CEO and board member, Mark E. Watson III....more
6/5/2020
/ Compensation & Benefits ,
Disclosure Requirements ,
Enforcement Actions ,
Failure to Comply ,
Failure To Disclose ,
Proxy Statements ,
Publicly-Traded Companies ,
Reimbursements ,
Retirement Plan ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations
In early 2016, the camera manufacturer, GoPro, Inc. planned to roll out two new products to the market, a drone that would house state of the art GoPro cameras and the latest iteration of its signature wearable camera. GoPro...more
The Unites States District Court for the Northern District of California recently found that 10b-5 litigation regarding Elon Musk’s tweets could move forward after reviewing a motion to dismiss in In Re Tesla Inc. Securities...more
4/20/2020
/ Elon Musk ,
Embedded Tweets ,
Popular ,
Publicly-Traded Companies ,
Rule 10b-5 ,
Securities Litigation ,
Securities Violations ,
Social Media ,
Stock Prices ,
Tesla ,
Twitter
The Southern District of New York granted the SEC’s request for a preliminary injunction halting a coin offering in Securities and Exchange Commission v. Telegram Group Inc. et al....more
3/31/2020
/ Blockchain ,
Cryptocurrency ,
Howey ,
Initial Coin Offering (ICOs) ,
Investment Opportunities ,
Offerings ,
Preliminary Injunctions ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Token Sales ,
Unregistered Securities
Shawn Severson is the owner and manager of EnergyTech Investor, LLC. Between August 2015 and March 2018, UQM Technologies, Inc., or UQM, retained Severson, through EnergyTech Investor and another firm, to provide investor...more
Calumet Specialty Products Partners, L.P. disclosed in its third-quarter 2017 Form 10-Q that, beginning in September 2017, Calumet’s implementation of its new enterprise resource planning (“ERP”) system had resulted in...more
11/27/2019
/ Books & Records ,
Civil Monetary Penalty ,
Enforcement Actions ,
Financial Reporting ,
Financial Statements ,
Form 10-Q ,
Form 8-K ,
ICFR ,
Internal Controls ,
Popular ,
Securities Regulation ,
Securities Violations
Activist investor Third Point LLC and three funds that it controls have agreed to settle Federal Trade Commission charges that the funds violated the premerger notification and waiting period requirements of the...more
8/29/2019
/ Activist Investors ,
Dow Chemical ,
DuPont ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Notification Requirements ,
Parent Corporation ,
Pre-Merger Filing Requirements ,
Securities Violations ,
Statutory Waiting Period ,
Voting Securities
The SEC charged TherapeuticsMD Inc., a pharmaceutical company headquartered in Boca Raton, Florida, with violations of Regulation FD based on its sharing of material, nonpublic information with sell-side research analysts...more
8/21/2019
/ Disclosure Requirements ,
Enforcement Actions ,
FDA Approval ,
Food and Drug Administration (FDA) ,
Insider Trading ,
Investigational New Drug Application (IND) ,
Non-Public Information ,
NYSE ,
Pharmaceutical Industry ,
Publicly-Traded Companies ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Stock Prices ,
Trading Platforms
The SEC announced charges against Facebook Inc. for making misleading disclosures regarding the risk of misuse of Facebook user data. According to the SEC, for more than two years, Facebook’s public disclosures presented the...more
7/25/2019
/ Data Management ,
Data Transfers ,
Enforcement Actions ,
Facebook ,
Internal Controls ,
Personal Data ,
Policies and Procedures ,
Public Disclosure ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Social Media
It has been widely reported that the SEC sued Kik Interactive Inc. for conducting an illegal $100 million securities offering of digital tokens. The SEC charges that Kik sold the tokens to U.S. investors without registering...more