WORD OF THE DAY® for Hedge Funds – 10b5-1 Plan
A federal jury in Los Angeles recently convicted the former CEO of Ontrak Inc. (a publicly traded company), Terren Peizer, for engaging in an insider trading scheme using Rule 10b5-1 trading plans. The insider trading...more
In April, we issued an alert discussing the U.S. Securities and Exchange Commission ("SEC") and Department of Justice’s ("DOJ") expansion of insider trading to 10b5-1 plans. On June 21, 2024, a federal jury in California...more
As discussed in our March 3, 2023 post, the DOJ and SEC brought an insider trading case against the founder and former CEO and Executive Chairman of Ontrak, Inc. based upon the former executive failing the “clean hands”...more
The U.S. Department of Justice ("DOJ") won at trial in its first insider trading prosecution against an executive based exclusively on his sales of stock under 10b5-1 trading plans....more
With the compliance deadline for the newly issued Item 408(b) of Regulation S-K approaching for calendar-year-end companies and the increased use by the Department of Justice and the SEC of data analytics in pursuing insider...more
Back in March 2023, the DOJ unsealed an indictment against Terren Peizer, formerly the executive chair of Ontrak, Inc., representing the first time, according to the press release, that the DOJ brought “criminal insider...more
On April 5, 2024, the U.S. Securities and Exchange Commission ("SEC") won a jury verdict in its first "shadow trading" insider trading action. Only a few weeks before this verdict, a court denied a motion to dismiss a...more
Last year marked an increase in federal securities class action filings, with plaintiffs filing 212 cases in 2023, up from 197 in 2022 and ending an overall decline in filings since 2019. Life sciences companies remained...more
The US Securities and Exchange Commission (SEC) continued its significant focus on public companies in 2023 with its enforcement and rulemaking programs, and this heightened level of attention will continue throughout 2024....more
Many thanks to thecorporatecounsel.net blog for posting this memorandum to the ABA’s Joint Committee on Employee Benefits from three members of that committee regarding their informal discussions with SEC staff about a couple...more
We had previously reported that beginning with the next annual report on Form 10-K, most US-listed issuers would be required to make more extensive disclosures on their share repurchase programs and insider transactions...more
Clawback Rules. As previously discussed in last Winter’s Corporate Communicator, the Securities and Exchange Commission (“SEC") adopted final rules in October 2022 directing the NYSE and Nasdaq to adopt listing standards that...more
On November 20, 2023, the Northern District of California denied summary judgment for the defendant in SEC v. Panuwat, an enforcement action being brought under a novel theory of insider trading law that is being referred to...more
This memorandum is for our Capital Markets clients in anticipation of the upcoming annual reporting and shareholder meeting season for 2024. Below you will find key filing deadlines, new disclosure requirements, and general...more
As 2023 comes to an end, we are pleased to present our traditional End of Year Plan Sponsor “To Do” Lists. This year, we present our To Do Lists in four separate SW Benefits Updates. Part 1 covered health and welfare plan...more
A number of significant regulatory, legal, market, and ESG-related developments and issues will affect how public companies approach the upcoming year-end reporting process. As in past years, Mintz has prepared an in-depth...more
In anticipation of the upcoming reporting season, this Update highlights some of the most significant rule changes, guidance, institutional investor areas of focus, and trends for public companies to consider in preparing...more
On November 22, 2023, the SEC issued an order postponing the effective date of the Share Repurchase Rule. Under the Share Repurchase Rule as adopted by the SEC, issuers would be required to disclose daily quantitative...more
Appeals court orders SEC to repair share repurchase rules - Our May 2023 One-Minute Reads discussed the Securities and Exchange Commission’s adoption of final rules regarding share repurchase disclosures. In response, the...more
Several years ago, the U.S. Securities and Exchange Commission (SEC) issued an order against a public company that raised more than a few eyebrows. In that order, the company settled to violations of Section 13(b)(2)(B) of...more
In this Viewpoint, Issues Facing Compensation Committees in 2024, comp consultant Pay Governance takes a look at how the current economic and geopolitical uncertainty, together with an “onslaught” of new SEC rules, may affect...more
In August 2021, the SEC filed a complaint in the U.S. District Court charging Matthew Panuwat, a former employee of Medivation Inc., an oncology-focused biopharma, with insider trading in advance of Medivation’s announcement...more
On November 14, 2023, the U.S. Securities and Exchange Commission (SEC), with two Commissioners dissenting, announced settled charges against Charter Communications Inc. (Charter) for violating internal accounting controls...more
Yesterday, the SEC announced a settled action against Charter Communications for “violating internal accounting controls requirements when it engaged in stock buybacks not authorized by its board of directors.” More...more
This year’s PLI Securities Regulation Institute was a source for a lot of useful information and interesting perspectives. Panelists discussed a variety of topics, including climate disclosure (although no one shared any...more