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Disclosure Requirements Securities and Exchange Commission (SEC) Securities Litigation

Cooley LLP

How to Explain Section 16 to a Newbie

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Given the hubbub over the SEC’s new EDGAR Next, I thought it would be useful to provide a FAQ explaining the rationale for Section 16 to a new director or officer who is unfamiliar with the concept....more

Eversheds Sutherland (US) LLP

SEC ends defense of climate disclosure rules

On March 27, 2025, the Securities and Exchange Commission (SEC) voted to end its defense of its Enhancement and Standardization of Climate-Related Disclosures for Investors rules in the ongoing Eighth Circuit case Iowa v....more

Troutman Pepper Locke

First Circuit Questions Materiality in SEC's Case Against Commonwealth Equity Services

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On April 1, the U.S. Court of Appeals for the First Circuit vacated a summary judgment ruling in favor of the Securities and Exchange Commission (SEC) against Commonwealth Equity Services, LLC, also known as Commonwealth...more

Woodruff Sawyer

What You Don’t Disclose Can Hurt You: The Power of Proactive Risk Factor Disclosures

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With evolving regulations and emerging risks—including tariffs, DEI-related controversies, and cybersecurity concerns—some public companies are refining their approach to assessing and updating risk factor disclosures. Beyond...more

Jones Day

First Circuit Reverses SEC Win in $93 Million Investment Adviser Disclosure Case

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The court rejects the SEC's per se materiality argument and requires proof of a causal connection between the defendant's allegedly inadequate disclosures and purported unlawful profits....more

Akin Gump Strauss Hauer & Feld LLP

SEC Seeks to Pause Litigation Over Climate Disclosure Rule

Earlier this week, Mark Uyeda, the Acting Chairman of the U.S. Securities and Exchange Commission (SEC), began the process of unwinding that agency’s final climate disclosure rule enacted during the Biden administration. In a...more

Wilson Sonsini Goodrich & Rosati

Acting SEC Chairman Seeks Pause on Climate-Related Disclosure Rule Litigation

On February 11, 2025, Acting Chairman of the U.S. Securities and Exchange Commission (the “Commission”) Mark Uyeda issued a statement directing the Commission staff to request that the U.S. Court of Appeals for the Eighth...more

Cooley LLP

Acting SEC Chair seeks a pause in SEC climate disclosure rule litigation

Cooley LLP on

Yesterday, Acting SEC Chair Mark Uyeda issued a statement advising that he is requesting that the Court presiding over the SEC’s climate disclosure rule litigation not “schedule the case for argument” in order to allow time...more

Morrison & Foerster LLP

Sec Lit IQ: MoFo’s Quarterly Federal Securities Litigation and Delaware Corporate Litigation Newsletter (Q4 2024)

We are pleased to announce the launch of MoFo’s new quarterly newsletter highlighting the most important developments in federal securities and Delaware corporate litigation. In this first edition, we provide a rundown of the...more

A&O Shearman

Fifth Circuit Vacates SEC Order Approving Nasdaq’s Board Diversity Proposal

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On December 11, 2024, the United States Court of Appeals for the Fifth Circuit, in a 9-8 en banc decision, vacated NASDAQ’s Board Diversity Rules (the “Rules”) in Alliance for Fair Board Recruitment v. SEC, finding that the...more

Cooley LLP

Securities Litigation + Enforcement Highlights From Q2 + Q3 2024

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Cooley’s securities litigation + enforcement group continued to share key insights on key cases and developments in securities litigation throughout the spring and summer. They highlighted important decisions in Delaware...more

Perkins Coie

2024 Ray Garrett Jr. Corporate & Securities Law Institute: SEC Officials Comment on Disclosures and Enforcement Priorities

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U.S. Securities and Exchange Commission (SEC) officials, private practitioners, in-house counsel, and others in the corporate and securities industry gathered in Chicago on September 26 and 27, 2024, for the Annual Ray...more

Alston & Bird

Shareholders Sharpen Focus on AI-Related Securities Disclosures

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What Happened? As Alston & Bird’s Securities Litigation Group reported, the number of securities class actions based on AI-related allegations is rising. With six new filings in the first half of 2024 and at least five more...more

McDermott Will & Emery

SEC Faces Headwinds in SolarWinds Cybersecurity Litigation, but Public Companies and CISOs Still Under Scrutiny

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On July 18, 2024, Judge Paul A. Engelmeyer in the US District Court for the Southern District of New York issued a 107-page opinion dismissing most of the claims against software company SolarWinds and its chief information...more

Jenner & Block

Client Alert: Key Takeaways from the Motion to Dismiss Ruling in SEC v. SolarWinds et al.

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The SEC’s high-profile litigation against SolarWinds and its Chief Information Security Officer (CISO), Timothy G. Brown, reached a critical turning point on July 18, 2024, when a district court in the Southern District of...more

Sheppard Mullin Richter & Hampton LLP

Supreme Court Limits SEC’s Enforcement Power to Penalize Fraud

In Securities and Exchange Commission v. Jarkesy, No. 22-859, 2024 WL 3187811 (U.S. June 27, 2024), the United Stated Supreme Court (Roberts, C.J.) held that when the Securities and Exchange Commission (“SEC”) seeks civil...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - June 2024

In this issue, we discuss Delaware court developments, including the first-ever dismissal of a SPAC disclosure complaint, as well as rulings pertaining to financial advisor conflict and disclosure law, state laws involving...more

Skadden, Arps, Slate, Meagher & Flom LLP

Under Control: Recent Delaware Decisions on Controller Transactions, Standards of Review and Disclosure Obligations

The first half of 2024 has been a watershed moment for the development of controller law in the Delaware courts. Among the highlights, the Delaware Supreme Court reexamined and confirmed that transactions involving a...more

Jenner & Block

Client Alert: Takeaways from SEC v. SolarWinds Motion to Dismiss Hearing

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The SEC’s high-profile litigation against SolarWinds and its Chief Information Security Officer (CISO), Timothy Brown, reached a critical juncture on May 15, 2024, when the parties presented oral arguments before Judge Paul...more

Cadwalader, Wickersham & Taft LLP

“Half-Truths,” Not “Pure Omissions”: Supreme Court Limits Section 10(b) Claims Based on Item 303 Nondisclosure to Omissions That...

On April 12, 2024, a unanimous U.S. Supreme Court issued an opinion in Macquarie Infrastructure Corp. v. Moab Partners, L.P., vacating a Second Circuit judgment that had reinstated claims under Section 10(b) of the Securities...more

McDermott Will & Emery

Supreme Court: Pure Omissions Cannot Support Rule 10b-5(b) Liability

McDermott Will & Emery on

On April 12, 2024, the Supreme Court of the United States unanimously held in Macquarie Infrastructure Corp. v. Moab Partners, L.P. that pure omissions are not actionable under Rule 10b-5(b), promulgated by the US Securities...more

Bracewell LLP

US Supreme Court Holds That Pure Omissions Are Not Actionable Under Federal Anti-Fraud Rule

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In a unanimous decision, the US Supreme Court held that pure omissions are not actionable under Rule 10b-5(b) under the Securities Exchange Act of 1934. Rather, the Court found that Rule 10b–5(b) prohibits half-truths, not...more

Sheppard Mullin Richter & Hampton LLP

Supreme Court Holds “Pure Omissions” Are Not Actionable Under Rule 10b-5(b)

In Macquarie Infrastructure Corp. v. Moab Partners, No. 22-1165, 2024 WL 1588706 (U.S. Apr. 12, 2024) (“MIC”), the United States Supreme Court (Sotomayor, J.) held unanimously that “pure omissions” in a Securities and...more

Proskauer - Regulatory & Compliance

SEC Voluntarily Stays Corporate ESG Disclosure Rules Pending Litigation           

Yesterday, the SEC voluntarily stayed its new ESG disclosure rules for public companies pending the outcome of several lawsuits that have been filed, which are now consolidated in the 8th Circuit US Court of Appeals. We...more

BCLP

The Supreme Court Considers Item 303 Violations as Basis for Securities Fraud Claims

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Corporate executives know they must disclose in their companies’ financial statements trends or uncertainties affecting their business. Such disclosure is a requirement of Item 303 of SEC Regulation S-K....more

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