Frost Brown Todd’s (FBT) Public Finance Practice Group hosted its annual Public Finance 360° Seminar on Feb. 20, 2025. Webinar topics included a 2025 municipal bond market update, financial disclosure considerations, and tax...more
On January 16, 2025, Judge Trina L. Thompson of the United States District Court for the Northern District of California granted a motion to dismiss a securities action asserting claims under Sections 10(b) and 20(a) of the...more
On October 15, 2024, the US Court of Appeals for the Tenth Circuit affirmed the district court’s dismissal of all claims in In re Overstock Securities Litigation. In doing so, the Tenth Circuit decided an issue of first...more
Cooley’s securities litigation + enforcement group continued to share key insights on key cases and developments in securities litigation throughout the spring and summer. They highlighted important decisions in Delaware...more
On October 15, 2024, a three-judge panel of the United States Court of Appeals for the Tenth Circuit affirmed a decision by the United States District Court for the District of Utah granting a motion to dismiss a putative...more
The legal implications of artificial intelligence, or AI, are vast. Many, no doubt, have read stories about lawyers being embarrassed by briefs drafted with AI. What if AI is used to draft disclosure documents that are...more
On September 10, 2024, the SEC announced that it had charged Keurig Dr. Pepper for making incomplete, and therefore inaccurate, statements regarding the recyclability of its popular K-cup pods....more
In M&A transactions, the definitive purchase agreement—e.g., asset purchase agreement, stock purchase agreement, or merger agreement—typically contains representations and warranties that the seller makes with respect to the...more
On July 29, 2024, Judge Trina L. Thompson of the United States District Court for the Northern District of California denied a motion to dismiss a putative securities class action brought by investors against a financial...more
On July 18, 2024, U.S. District Judge Paul Engelmayer of the U.S. District Court for the Southern District of New York issued a comprehensive 107-page opinion that may have significant implications for the Securities and...more
On April 12, 2024, the United States Supreme Court issued a unanimous decision in Macquarie Infrastructure Corp. v. Moab Partners, L.P. The Court held that “pure omissions,” including violations of Item 303 of...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 Supreme Court’s Jarkesy decision and its impact on the...more
In a pair of orders issued this month, the U.S. Supreme Court signaled plans to provide further guidance in its upcoming Fall term concerning application of the heightened standard for pleading securities fraud claims...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
On June 10, 2024, the Supreme Court granted certiorari in Facebook, Inc. v. Amalgamated Bank to review a decision by the Ninth Circuit Court of Appeals holding that Facebook could be held liable under Section 10(b) and Rule...more
The U.S. District Court for the Northern District of California on May 30, 2024, approved a settled final judgment against technology company Arista Networks' former chairman and CEO, Andreas "Andy" Bechtolsheim based on...more
For about 90 years, public companies have devoted significant time and resources toward complying in their public disclosures with Rule 10b-5, a regulation created under the Securities and Exchange Act of 1934 that prohibits...more
On April 12, 2024, the Supreme Court of the United States unanimously held in Macquarie Infrastructure Corp. v. Moab Partners, L.P. that pure omissions are not actionable under Rule 10b-5(b), promulgated by the US Securities...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 first “Shadow Trading” trial; •SCOTUS’s...more
On April 12, 2024, the Supreme Court in Macquarie Infrastructure Corp. v. Moab Partners, L.P., unanimously held that pure omissions cannot form the basis of a securities fraud claim under Rule 10b-5(b) of the Securities...more
SEC brings enforcement actions for AI washing - In March 2024, the Securities and Exchange Commission (SEC) settled enforcement actions for a total of $400,000 in penalties against two investment advisers for making false...more
On April 12, 2024, the Supreme Court resolved a circuit split and limited the scope of omissions liability under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5(b). The decision will limit the scope of...more
On April 12, 2024, the U.S. Supreme Court held in Macquarie Infrastructure Corp. v. Moab Partners, L.P., in a unanimous opinion authored by Justice Sonia Sotomayor, that “pure omissions” made in required disclosures do not...more
The United States Supreme Court in Macquarie Infrastructure Corp. v. Moab Partners, L.P., No. 22-1165, ruled that a corporation is not liable under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 for...more
The Supreme Court recently took away an often-used weapon by shareholder plaintiffs in securities fraud cases, ruling that “pure omissions” from periodic SEC filings (absent any other duty to disclose) are not actionable...more