News & Analysis as of

MNPI

Proskauer Rose LLP

SEC Enforcement Action Underscores Need for MNPI Policies in CLO Trading

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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

Seward & Kissel LLP

SEC Charges Investment Adviser with MNPI-Related Compliance Failures

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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

Lowenstein Sandler LLP

SEC Settles With RIA for MNPI-Related Compliance Failures Related to CLO Business

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

Morrison & Foerster LLP

Takeaways for In-House Counsel from DOJ’s First Insider Trading Trial Involving a Rule 10b5-1 Plan

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

Vinson & Elkins LLP

Securing Integrity: The SEC and DOJ’s Unified Front and Pursuit of Novel Legal Tactics Against Insider Trading and Corporate...

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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

Lowenstein Sandler LLP

“Shadow Trading” is Insider Trading: Jury Establishes Liability in Historic Shadow Trading Case

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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

Wiley Rein LLP

Panuwat Insider Trading Verdict Foreshadows More Civil and Criminal Enforcement

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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 - Regulatory & Compliance

Proskauer Hedge Fund Trading Guide 2024 – Chapter 2: Insider Trading: Focus on Subtle and Complex Issues

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

Proskauer - Corporate Defense and Disputes

SEC Wins Insider-Trading Suit Alleging “Shadow Trading”

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

Foley & Lardner LLP

SEC v Panuwat: The SEC’s Novel “Shadow Trading” Insider Trading Case Goes to Trial 

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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

Patterson Belknap Webb & Tyler LLP

UPDATE: Shadow Trading Case Heads to Trial

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

Seward & Kissel LLP

SEC Settles Charges Against Firm for Disclosing MNPI on Block Trades

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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

Lowenstein Sandler LLP

SEC Settlement Reflects Continued Scrutiny Regarding MNPI, Advertisements and Investor Communications

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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

ArentFox Schiff

Compliance Officers Beware: the SEC is Looking to Expand the Reach of Insider Trading

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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

Seward & Kissel LLP

Annual Report and Shareholder Meeting Season

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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

Proskauer - Corporate Defense and Disputes

SEC Defeats Summary Judgment in Insider-Trading Suit Alleging “Shadow Trading”

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

Davies Ward Phillips & Vineberg LLP

Kraft (Re): Tips from Ontario’s Capital Markets Tribunal—When Is Selective Disclosure in the “Necessary Course of Business”

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

Morrison & Foerster LLP

Top 5 SEC Developments (September 2023)

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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

Lowenstein Sandler LLP

SEC Adopts Rules to Combat Fraud and Undue Influence in the Security-Based Swap Market

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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

Morrison & Foerster LLP

Insider Trading and Market Manipulation Trends and Priorities from the NYC Bar’s White-Collar Crime Institute

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

Jenner & Block

Client Alert: DOJ and SEC Used Data Analytics to Target Insider Trading with 10b5-1 Plans

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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

Foley & Lardner LLP

Public Company Disclosure Considerations for Those Affected by SVB

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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

Akin Gump Strauss Hauer & Feld LLP

Landmark SEC and DOJ Insider Trading Cases Signal Increased Scrutiny of Rule 10b5-1 Plans

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

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

Morrison & Foerster LLP

Terran Peizer Insider Trading Case

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

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