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
Insider trading has long been a contentious issue in finance, with compliance, legal, and ethical implications that continue to evolve. There is currently an insider trading case going to trial, which could expand the...more
Here’s the deal: Regulation FD is an issuer disclosure rule that prohibits a US public company and certain persons acting on its behalf from selectively disclosing material nonpublic information about itself or its...more
Though “insider trading” has long been recognized as an illegal and abusive way to cheat in the securities trading game, new potential forms of this activity have recently emerged. ...more
Those with nonpublic information about a merger or acquisition involving a company appear to be profiting by trading in shares of exchange-traded funds based on indexes that include such companies’ shares, according to a...more
Amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 are effective as of February 27, 2023. Unanimously adopted by the US Securities and Exchange Commission (SEC) December of last year, the Rule 10b5-1...more
You probably have heard or read about the SEC’s adoption, on Dec. 14, 2022, of amendments to Rule 10b5-1. That rule provides an affirmative defense to insider trading liability under Section 10(b) of the Exchange Act and Rule...more
Sometimes it turns out that an authorized speaker for your public company (e.g., CEO, CFO, or head of investor relations) has selectively shared nonpublic information with analysts or investors that he or she thought was...more
Over the past few years, the SEC has brought fewer insider trading and Material Non-Public Information (MNPI)-related cases compared to historical numbers. We expect to see a reversal of that trend in 2022. The SEC has...more
On December 15, 2021 the Securities and Exchange Commission proposed new rules requiring that large positions in security-based swaps and related securities be reported to the commission and publicly disseminated. At the same...more
In public remarks SEC Gary Gensler hinted at the following changes to Rule 10b5-1: - When insiders or companies adopt 10b5-1 plans, there’s currently no cooling off period required before they make their first trade....more
On March 5, the Securities and Exchange Commission (SEC) announced that it had charged AT&T and three of its midlevel investor relations executives with violating Regulation FD, a rule that bars issuers from selectively...more
COVID-19 has injected significant uncertainty into our daily lives and enormous volatility into our markets. In the last two weeks alone, many major domestic and international indices have experienced their largest daily...more
The SEC’s Division of Corporation Finance published formal disclosure guidance and other views of securities law compliance for public companies with respect to COVID-19....more
Ride-hailing company Uber has resolved EEOC charges related to its alleged “culture of sexual harassment” and will “start a $4.4 million class fund to compensate victims of sexual harassment or retaliation from as early as...more
Recently, the Securities and Exchange Commission (SEC) issued an order charging a publicly traded pharmaceutical company with violations of Regulation FD as a result of selectively disclosing material, nonpublic information....more
On August 20, 2019, the SEC charged a pharmaceutical company with violations of Regulation FD based on its sharing of material, nonpublic information with sell-side research analysts on two separate occasions without also...more
On Aug. 20, 2019, the Securities and Exchange Commission (SEC) announced that it had charged public pharmaceutical company TherapeuticsMD, Inc. for violations of Regulation FD and Section 13(a) of the Exchange Act related to...more
The United States Securities and Exchange Commission (SEC) announced yesterday, August 20, 2019, that it charged TherapeuticsMD, Inc., a pharmaceutical company headquartered in Boca Raton, Florida, with violations of...more
The growing use of social media has created challenges for federal securities regulators, who must enforce antifraud rules that were written at a time when the prevailing technology was the newspaper. This Guide...more