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
After hearing arguments on January 16, 2024, the Supreme Court issued its unanimous opinion on Macquarie Infrastructure Corp., et al. v. Moab Partners, LP, et al, on April 12, 2024. The Supreme Court granted certiorari to...more
Last week, the U.S. Supreme Court, in Macquarie Infrastructure Corporation v. Moab Partners, L.P., held that omissions of supposedly material information allegedly required to be disclosed under Item 303 of SEC Regulation S-K...more
On February 2, the SEC issued a complaint which charged a company for allegedly raising $1.2 million from 15 investors through an offer and sale of fraudulent securities for a hedge fund....more
In the May edition of our Public Company Watch, we cover key issues impacting public companies, including the SEC’s new disclosure requirements for issuers’ repurchases of equity securities; In Re Edgio Inc. Stockholders...more
On May 3, 2023, the U.S. Securities and Exchange Commission (SEC) adopted amendments to its rules that will require additional detail regarding the structure of share repurchase plans or programs and share repurchases by...more
Allegations of unauthorized trading claims present significant risks for investment brokers and brokerage firms. In addition to investor arbitration with the Financial Industry Regulatory Authority (FINRA), brokers and...more
Overview - On 14 December 2022, the Securities and Exchange Commission (the SEC) adopted amendments to Rule 10b5-1 of the Securities Exchange Act of 1934 addressing concerns that insiders and issuers have in the past been...more
Sophisticated investors in structured finance products are increasingly demonstrating an interest in entering the market via direct private placements pursuant to Section 4(a)(2) of the Securities Act of 1933, either in...more
On August 23, 2022, the United States Court of Appeals for the Tenth Circuit unanimously reversed the dismissal of a putative securities class action against an online education company (the “Company”), alleging violations of...more
Securities and Exchange Commission v. BNZ One Capital, LLC, et al. was filed in the United States District Court for the Central District of California on October 28, 2021 claiming Defendants violated the antifraud provisions...more
Securities Class Action Against Swiss-Based Company Dismissed On Forum Non Conveniens Grounds; Second Circuit Finds Strong Inference of “Conscious Recklessness” In Allegations And Reverses Dismissal of Securities Suit Against...more
Is information posted on EMMA subject to greater scrutiny under the antifraud provisions of the federal securities laws than when posted only on an issuer’s website?...more
In a case reminiscent of last year’s blockbuster government actions against Theranos and its former executives, the U.S. Department of Justice and the U.S. Securities and Exchange Commission have separately charged two former...more
There are several reasons that a California corporation may want to reincorporate to Delaware. Venture capital funds or other investors may demand a reincorporation to Delaware as a condition to financing. Cumulative voting...more
Below is a summary of recent investment management developments that affect registered investment companies, private equity funds, hedge funds, investment advisers, and others in the investment management industry. Schwab...more
The SEC recently rendered an opinion in an enforcement action against two persons, John P. Flannery and James D. Hopkins, associated with an investment adviser. In so doing, it sought to limit the Supreme Court’s holding in...more