The Justice Insiders Podcast: Incidents in the Material World: SEC Adopts New Cybersecurity Rules
Episode 288 -- SEC Adopts Robust New Cybersecurity Disclosure Rules
In the June edition of our Public Company Watch, we cover key issues impacting public companies, including the recent SEC staff statement on cybersecurity disclosures in Form 8-K, structural defenses against shareholder...more
In the December Public Company Watch, we cover key issues impacting public companies, including a preview of the SEC’s latest regulatory agenda, an update regarding the Fifth Circuit vacating the SEC’s share repurchase rules,...more
On Wednesday, March 1 the Department of Justice (DOJ) announced its first-ever prosecution of an individual for insider trading based on an executive’s use of 10b5-1 trading plans. Terren Peizer, the executive chairman of...more
Sometimes it turns out that an authorized speaker for your public company (e.g., CEO, CFO, or head of investor relations) has selectively shared nonpublic information with analysts or investors that he or she thought was...more
Todos os emissores regulados pela SEC passarão a divulgar periodicamente suas Políticas de Insider Trading, bem como negociações de suas ações realizadas por Insiders, seguindo nova exigência da entidade americana pela...more
On December 4, 2020, the SEC brought its first case charging a public company, The Cheesecake Factory, with making misleading disclosures about the effects of COVID-19 on its business operations and financial condition. The...more
COVID-19 has injected significant uncertainty into our daily lives and enormous volatility into our markets. In the last two weeks alone, many major domestic and international indices have experienced their largest daily...more
The Securities and Exchange Commission (SEC) recently published a press release that reminds public companies of several important disclosure obligations that they should consider in light of the potential impacts of...more
On January 14, 2020, the U.S. House of Representatives passed HR 4335, the “8-K Trading Gap Act of 2019” (the “Act”) by a bipartisan vote of 384 to 7. The Act is designed to stop company insiders from trading during the 8-K...more
Earlier this month, in a bipartisan vote of 384 to 7, the U.S. House of Representatives passed the 8-K Trading Act of 2019. A similar bill has been introduced in the Senate and given the bipartisan support in the House, is...more
In 2015, an academic study, reported in the WSJ, showed that corporate insiders consistently beat the market in their companies’ shares in the four days preceding 8-K filings, the period that the researchers called the “8-K...more
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
This past week, the House Financial Services Committee considered and passed a few bills that would, if passed by the House, result in changes to the securities laws. ...more
On Aug. 20, 2019, the Securities and Exchange Commission (SEC) announced that it had charged public pharmaceutical company TherapeuticsMD, Inc. for violations of Regulation FD and Section 13(a) of the Exchange Act related to...more
This week, the U.S. Securities and Exchange Commission (SEC) issued its first formal interpretative release on public company disclosure obligations relating to cybersecurity since the SEC Division of Corporation Finance’s...more
On February 21, 2018, the U.S. Securities and Exchange Commission approved the release of Interpretive Guidance relating to public company disclosures of cybersecurity risks and incidents. ...more
I am sometimes surprised by the number of insiders who trade in their company’s stock outside of Rule 10b5-1 trading plans. It is often said, with some accuracy, that executive officers, directors and other insiders always...more
2016 was an active year in securities litigation. In the first half of 2016 alone, plaintiffs filed 119 new federal class action securities cases. It was also a busy year for SEC enforcement proceedings, with a record 868...more
On September 7, 2015, a new study on the “8-K trading gap” conducted by researchers at Harvard and Columbia law schools was released. The “8-K trading gap” refers to the four business day period before SEC reporting...more
A new study, reported in the WSJ, showed that corporate insiders consistently beat the market in their companies’ shares in the four days preceding 8-K filings, the period that the researchers called the “8-K trading gap.”...more
Courtesy of Professor Emmett Brown, I recently attended the 2114 Securities Law Conference and I must say that I was heartened by what I heard there and then. Here are some of my notes from the conference...more