News & Analysis as of

Material Nonpublic Information Securities Transactions

Orrick, Herrington & Sutcliffe LLP

DOJ Brings First Criminal Charges for Trades Under a Rule 10b5‐1 Plan

On March 1, 2023, the Department of Justice (DOJ) announced the insider-trading indictment of Terren Peizer, Chairman and former CEO of health-care provider Ontrak. DOJ called this indictment “groundbreaking,” in that it is...more

Proskauer - The Capital Commitment

California District Court Upholds SEC’s Novel “Shadow Trading” Theory

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

WilmerHale

SEC Announces Proposed Amendments to Rule 10b5-1

WilmerHale on

In June 2021, Chairman Gary Gensler of the Securities and Exchange Commission (SEC) expressed the view that it was time to “freshen up” Exchange Act Rule 10b5-1 - the rule that provides an affirmative defense to claims of...more

Dorsey & Whitney LLP

SEC Proposes New Amendments to Rule 10b5-1 Trading Plans and Disclosures

Dorsey & Whitney LLP on

On December 15, 2021, the SEC proposed amendments to Rule 10b5-1, a rule that provides a safe-harbor from liability from the “insider trading” prohibitions under Section 10(b) of the Securities Exchange Act and Rule 10b-5. ...more

Mayer Brown Free Writings + Perspectives

SEC Proposes Amendments to Rule 10b5-1’s Affirmative Defense to Insider Trading Liability

On December 15, 2021, the Securities and Exchange Commission (the “SEC”) proposed amendments (the “proposal”) to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and related disclosure obligations...more

Goodwin

When Do M+A Discussions Constitute MNPI? Recent SEC Guidance May Shed Some Light

Goodwin on

Last month, the SEC announced that a public company had agreed to pay a $20 million penalty to resolve charges related to its repurchase of stock while supposedly in possession of material, non-public information (“MNPI”)...more

Foley & Lardner LLP

Foley Governance and Regulatory Alert: Determining Existence of Material Non-Public Information

Foley & Lardner LLP on

On October 15, 2020, the Securities and Exchange Commission (“Commission” or “SEC”) announced settled charges against Andeavor LLC for internal accounting controls violations relating to a stock buyback plan it implemented...more

Mayer Brown Free Writings + Perspectives

Material Nonpublic Information

The heads of the SEC Enforcement Division, in remarks today, reminded market participants of the need to keep a close eye on the persons that may have material nonpublic information.  In the remarks, they noted, “[f]or...more

Sheppard Mullin Richter & Hampton LLP

New Bill Seeks to Bring Clarity to Insider Trading Law

On May 7, 2019, Representative James Himes (D-Conn) introduced the “Insider Trading Prohibition Act” (H.R. 2534). The proposed legislation would amend the Securities and Exchange Act of 1934, §§15 U.S. Code §?78a et seq. (the...more

10 Results
 / 
View per page
Page: of 1

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide