News & Analysis as of

Insider Trading Fiduciary Duty

Proskauer - Corporate Defense and Disputes

Court Upholds SEC’s Victory in “Shadow Trading” Case

A federal court in California refused to grant a judgment or a new trial to a defendant who was found to have engaged in insider trading when he purchased securities of one company based on material nonpublic information...more

Carlton Fields

Can Government Use Criminal Fraud Statute to Get Around “Personal Benefit” Requirement for Insider Trading?

Carlton Fields on

The government prosecutes insider trading against insiders who convey material nonpublic information (“tippers”) and outsiders who acquire material nonpublic information (“tippees”) through two avenues: civil proceedings...more

Bass, Berry & Sims PLC

[Webinar] 5th Annual Corporate & Securities Counsel Public Company Forum - December 12th, 11:00 am - 3:00 pm CST

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Please join us for our 5th Annual Corporate & Securities Counsel Public Company Forum. This virtual half-day program will feature panel discussions focused on timely and practical guidance related to the latest developments...more

Davies Ward Phillips & Vineberg LLP

Canadian Mergers & Acquisitions: A Guide for Investment Banks, Bidders and Boards, 10th edition

Davies’ Canadian Mergers & Acquisitions guide draws on our substantial cross-border M&A experience to offer guidance on both the legal framework and practical aspects of Canadian mergers and acquisitions, including critical...more

Goodwin

Court Denies Dapper Labs’ Motion to Dismiss, Finding That NFTs May Be Securities

Goodwin on

On February 22, 2023, U.S. District Judge Victor Marrero of the Southern District of New York denied a motion to dismiss a putative class action brought by purchasers of a non-fungible token (NFT) against Dapper Labs, Inc....more

Goodwin

Delaware Court of Chancery Clarifies That Fiduciary ‘Duty of Oversight’ Applies to Officers and Extends Fiduciary Duty Claims to...

Goodwin on

In what seems destined to be a landmark Delaware Court of Chancery decision, Vice Chancellor J. Travis Laster denied former McDonald’s Executive Vice President and Global Chief People Officer David Fairhurst’s motion to...more

WilmerHale

The Second Circuit's Blaszczak Decision Fails to Resolve One Issue, Raises New Ones

WilmerHale on

On December 27, 2022—nearly 18 months after hearing oral arguments—the Second Circuit issued its new opinion in United States v. Blaszczak, an important insider trading case involving the misappropriation of confidential...more

Polsinelli

Former OpenSea Employee Charged with Wire Fraud and Money Laundering in First Ever “Digital Asset Insider Trading” Scheme

Polsinelli on

A former employee of OpenSea, the largest marketplace for the purchase and sale of non-fungible tokens (NFTs), has been indicted and charged with wire fraud and money laundering allegedly in connection with actions he took...more

Morris James LLP

Chancery Dismisses Breach of Fiduciary Duty Claims Involving Bio-Tech Company Developing a COVID-19 Vaccine

Morris James LLP on

In re Vaxart, Inc. Stockholder Litigation, Consol. C.A. No. 2020-0767-PAF (Del. Ch. Nov. 30, 2021) - Plaintiffs challenged amendments to warrant agreements between Vaxart and its former controlling stockholder, Armistice,...more

Dechert LLP

Securities & Derivative Litigation: Quarterly Update - Q4 2021

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In 2021, securities class actions declined compared to the year before, and were significantly less than the number of filings in the previous three years. According to statistics from the Stanford Law School Securities Class...more

Goodwin

Northern District of California Validates SEC’s “Shadow Trading” Theory of Insider Trading Liability

Goodwin on

Northern District of California Validates SEC’s “Shadow Trading” Theory of Insider Trading Liability; Seventh Circuit Reverses Dismissal of Stockholder Derivative Suit Against Boeing Based on Forum-Selection Bylaw; Delaware...more

Proskauer - Corporate Defense and Disputes

SEC Defeats Motion to Dismiss Insider-Trading Complaint Alleging Novel “Shadow Trading” Theory

The SEC prevailed on a motion to dismiss a closely watched lawsuit alleging that the defendant had engaged in insider trading based on news about a not-yet-public corporate acquisition when he purchased securities of a...more

Bracewell LLP

Knowing an Insider and Trading Is Not Necessarily "Insider Trading"

Bracewell LLP on

Co-coaching your daughters’ basketball team with your brother-in-law and later profiting from buying stock in your brother-in-law’s company is not, in and of itself, insider trading. This seems fairly obvious. On Monday,...more

Morris James LLP

Chancery Dismisses Derivative Claims Alleging Insider Trading and Misleading Disclosures for Failure to Plead Demand Futility

Morris James LLP on

In re Zimmer Biomet Hldgs., Inc. Deriv. Litig., C.A. No. 2019-0455-LWW (Del. Ch. Aug. 25, 2021) - Under Court of Chancery Rule 23.1, a stockholder-plaintiff may only bring a derivative suit on behalf of a company if the...more

Vinson & Elkins LLP

Insider Trading Update: Recent Developments And Compliance Risks

Vinson & Elkins LLP on

Two separate, recent lines of cases have continued to shape the circumstances under which insider trading prosecutions can be brought, and as a result, the insider trading compliance risks faced by companies. First, the...more

Goodwin

Former Theranos CEO Denied Attorney-Client Privilege Over Communications with Company Attorneys

Goodwin on

Former Theranos CEO Denied Attorney-Client Privilege Over Communications with Company Attorneys; District of Massachusetts Allows Putative Securities Class Action to Proceed Against OvaScience Investors; Delaware Chancery...more

Patterson Belknap Webb & Tyler LLP

Insider Trading Conviction Affirmed for Corporate Outsider

In United States v. Chow, the Second Circuit (Kearse, Carney, Bianco), affirmed the defendant’s 2018 conviction for insider trading (among other offenses). The case arose out of a failed 2016 merger spearheaded by Defendant...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between July and October 2020. Class Certification - Cryptocurrency – Definition of a Security - Derivative...more

Burr & Forman

If Your Retirement Plan Holds Employer Securities Keep an Eye on the Jander Case, Part II

Burr & Forman on

In March 2020, I posted a blog reviewing the evolution of the legal analysis applied to a retirement plan’s holding of “employer securities” under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)......more

Proskauer - Corporate Defense and Disputes

Second Circuit Upholds Insider-Trading Conviction and Clarifies Scope of Requisite Fiduciary Relationship

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

Kramer Levin Naftalis & Frankel LLP

House Passes Insider Trading Prohibition Act

On Dec. 5, 2019, the U.S. House of Representatives passed the Insider Trading Prohibition Act (ITPA) by a vote of 410-13. If passed by the Senate and signed into law by the President, the bill will establish the first...more

Farrell Fritz, P.C.

Advance! Amend! Retreat!

Farrell Fritz, P.C. on

The title of this post describes not an army maneuver, but the outcome of a recent lawsuit in Delaware Chancery Court for advancement of litigation expenses in which...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - September 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May and August 2019....more

WilmerHale

Insider Trading Law Alert: Better The Devil You Know? Tipping Liability, Martoma and the Rise of 18 U.S.C. § 1348

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Insider trading has frequently been splashed across headlines in recent months, with a congressman, an NFL player, a comedy writer, and a Silicon Valley executive all facing charges. In the background of these headlines are...more

K&L Gates LLP

In Rejecting Defendants’ Motion For Dismissal, Chancery Court Finds That Individual Fiduciary May Be Held Liable For Trades That...

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In the consolidated stockholder derivative litigation, In re Fitbit, Inc., CA No. 2017-0402-JRS (Del. Ch. Dec. 14, 2018), the Delaware Court of Chancery denied the Defendants’ motion to dismiss Plaintiffs’ insider trading and...more

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