Item 402(x) of Regulation S-K, introduced by the U.S. Securities and Exchange Commission (SEC) on Dec. 14, 2022, and effective for 2024 proxy statements, requires that public companies disclose detailed information about...more
As we look back on the SEC’s actions in 2024, we wanted to share our thoughts on lessons learned that we believe will carry through to 2025....more
Here’s the deal: • A Rule 10b5‐1 plan is a written securities trading plan that is designed to comply with Rule 10b5‐1(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)....more
It happens all the time: a public company employee seeks career advice from a mentor, spouse, or friend with whom they have a longstanding relationship of trust and confidence. It could be part of a regular check-in, or it...more
Who may be interested: Registered Investment Companies; Registered Investment Advisers; Compliance Officers - Quick Take: The SEC charged a hedge fund manager registered as an investment adviser (Adviser) with failing to...more
Here’s the deal: A Rule 10b5‐1 plan is a written securities trading plan that is designed to comply with Rule 10b5‐1(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)....more
As we approach 2025, we want to remind registrants about several new rules that will impact disclosure for the 2024 Form 10-K and 2025 proxy season, note the 2025 deadlines for filings with the Securities and Exchange...more
This is the first part of a client alert series for public companies and their boards and compensation committees, covering key considerations for equity grant practices. Overview - Additional executive compensation...more
The Securities and Exchange Commission’s (“SEC”) National Examination Program is designed to improve compliance, prevent fraud, monitor risk and inform policy. It is also a consistent source of referrals to the SEC’s Division...more
On 7 November 2024, the US Securities and Exchange Commission’s (SEC) Divisions of Examinations, Investment Management, and Enforcement hosted a virtual panel on compliance and enforcement topics as part of its broader...more
Our Investment Funds and White Collar, Government & Internal Investigations Groups examine a recent Securities and Exchange Commission enforcement order involving control of inside information....more
Each month, we publish a roundup of the most important SEC enforcement developments for busy in house lawyers and compliance professionals. This month included the SEC’s fiscal year end and a large number of enforcement...more
Becoming a first-time director of a public company is a goal not easily achieved and can represent a significant personal and professional accomplishment, giving an individual a platform to share their expertise to help a...more
In the SEC’s burst of settlements at the end of its fiscal year, one case about the potential misuse of material nonpublic inside information (“MNPI”) shows just how far down in the weeds it is willing to go to prevent...more
On August 26, 2024, it was not the first time the SEC settled charges with a Registered Investment Adviser (RIA) for willfully violating Section 204A of the Investment Advisers Act (204A) by failing to establish, maintain and...more
Each month, we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The SEC’s case against crypto firm Kraken is permitted to...more
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