In a significant enforcement action, the SEC sanctioned a private fund manager for failing to establish and maintain adequate policies and procedures to prevent the misuse of material nonpublic information (MNPI) while...more
Who may be interested: Investment Advisers; Compliance Staff - Quick Take: The SEC announced that it had settled charges against a registered investment adviser (Adviser) for failing to establish, maintain, and enforce...more
On August 26, 2024, the Securities and Exchange Commission (SEC) announced a settlement with a registered investment adviser (RIA) for failing to establish, maintain and enforce adequate written policies and procedures...more
On June 21, 2024, a jury in California federal court found a former chief executive officer of a publicly traded healthcare company guilty of insider trading in United States v. Peizer, the first criminal insider-trading case...more
The U.S. Securities and Exchange Commission (“SEC”) and Department of Justice (“DOJ”) have been working increasingly collaboratively to combat unlawful trading practices and hold wrongdoers accountable, demonstrating...more
On April 5, 2024, a jury found Matthew Panuwat civilly liable for insider trading in violation of federal securities laws in a first-of-its-kind “shadow trading” case (also referred to as “sympathy trading”), which was...more
On April 5, 2024, a federal jury in California found Matthew Panuwat liable of insider trading in a closely followed case that may serve as the harbinger for expanded insider trading enforcement. In SEC v. Panuwat (N.D....more
Proskauer’s Hedge Fund Trading Guide offers a concise, easy-to-read overview of the trading issues and questions we commonly encounter when advising hedge funds and their managers. It is written not only for lawyers, but also...more
A federal jury in California agreed with the SEC that a corporate official engaged in insider trading when he purchased securities of a company based on material nonpublic information (“MNPI”) about a different company. The...more
Insider trading is a concept that most people are generally familiar with. In its simplest form, it involves a corporate insider trading in securities of his or her corporation on the basis of material nonpublic information...more
In November 2023, in Issue Lines Drawn in SEC Shadow Trading Case, we revisited the case Securities and Exchange Commission v. Panuwat, the SEC’s first enforcement action brought on the theory of “shadow trading.”...more
Who may be interested: Registered Investment Companies, Investment Advisers, Broker-Dealers - Quick Take: The SEC settled charges against a firm and the former head of the firm’s equity syndicate desk, arising out of a...more
On December 26, 2023, the U.S. Securities and Exchange Commission (SEC) announced a settlement with a registered investment adviser, OEP Capital Advisors, L.P. (OEP). The settlement found that OEP had failed (a) to maintain...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
The SEC defeated a motion for summary judgment brought by a defendant whom the SEC accused of engaging in insider trading based on news about a not-yet-public corporate acquisition when he purchased securities of a company...more
In a first for Canadian securities laws, on October 20, 2023 Ontario’s Capital Markets Tribunal (Tribunal) released substantive guidance on the meaning of the “necessary course of business” (NCOB) exception to the prohibition...more
In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources....more
On June 7, 2023, the Securities and Exchange Commission (“SEC”) adopted, pursuant to the Securities Exchange Act of 1934 (“Exchange Act”), (i) new Rule 9j-1 to combat fraud, manipulation, and deception in connection with...more
On May 24, 2023, Edward A. Imperatore, a partner in Morrison Foerster’s Investigations + White-Collar Defense group and former Assistant U.S. Attorney for the Southern District of New York, moderated a panel, entitled “Market...more
The DOJ and SEC have made no secret of their interest in combatting potential insider trading by high-level executives misusing Rule 10b5-1 plans. Those plans provide a potential safe harbor for executives trading their...more
Hundreds of public companies have filed current reports on Form 8-K since Silicon Valley Bank (SVB) became insolvent and was taken over by the FDIC. The disclosures made to date have been primarily “voluntary” filings, made...more
Key Points - On March 1, 2023, the SEC and DOJ filed insider trading charges against a public company executive alleging he traded pursuant to 10b5-1 trading plans he adopted while he was in possession of material...more
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
On March 1, 2023, the U.S. Department of Justice (DOJ) and Securities and Exchange Commission (SEC) brought insider trading charges against Terren S. Peizer, the founder, Executive Chairman, and Chairman of the Board of...more