News & Analysis as of

Safe Harbors Securities Exchange Act

Venable LLP

Forward-Looking Statements: Safe Harbors Compliance Guidelines

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The securities law disclosure framework has evolved to encourage; companies acting in good faith to disseminate relevant projections pertaining to their businesses to the general public "without fear of open-ended liability."...more

A&O Shearman

Western District Of Washington Dismisses Securities Fraud Claims Against Manufacturer Of Pop Culture Collectibles For Lack Of...

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On May 16, 2024, Judge James L. Robart of the United States District Court for the Western District of Washington granted a motion to dismiss a putative securities class action against a manufacturer of pop culture...more

Vinson & Elkins LLP

SEC’s Final Climate-Related Disclosure Rules

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After much anticipation, on March 6, 2024, the Securities and Exchange Commission (“SEC” or the “Commission”) released its Final Rule—The Enhancement and Standardization of Climate-Related Disclosures for Investors—mandating...more

A&O Shearman

Southern District Of New York Denies Food Delivery Company’s Motion To Dismiss Securities Class Action

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On July 25, 2023, Judge Jed S. Rakoff of the United States District Court for the Southern District of New York denied a motion to dismiss a putative securities class action against an online food ordering and delivery...more

Paul Hastings LLP

Closing in on Security-Based Swaps – SEC Finalizes Antifraud Rules

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On June 7, 2023, the Securities and Exchange Commission adopted final rule 9j-1 (“Rule 9j-1”)1 under the Securities Exchange Act of 1934 (the “Act”). Rule 9j-1 is designed to prevent fraud, manipulation, and deception in...more

Dechert LLP

SEC Adopts Share Repurchase Disclosure Rules

Dechert LLP on

Issuers must disclose daily quantitative share repurchase information on a quarterly or semi-annual basis depending on the type of issuer, but not after every repurchase as had been initially proposed - Issuers must...more

A&O Shearman

District Of New Jersey Dismisses Putative Securities Fraud Class Action Against Pharmaceutical Company For Failure To Allege...

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On March 14, 2023, Judge Zahid N. Quraishi of the United States District Court for the District of New Jersey dismissed a putative class action suit against a pharmaceutical company (the “Company”) and its executives alleging...more

Dorsey & Whitney LLP

The First Criminal Rule 10b-5-1 Case

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The Commission created Rule 10b5-1 plans two decades ago. The rule essentially creates a safe haven for those who in good faith trade securities and are not in possession of inside information....more

A&O Shearman

Fifth Circuit Holds That Complaint Based On Confidential Informant’s Allegations Sufficiently Alleged Material Misrepresentation...

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On January 18, 2023, the United States Court of Appeals for the Fifth Circuit reversed and remanded the district court’s order dismissing the putative securities class action with prejudice, holding that plaintiff...more

WilmerHale

Getting Ready for Amended Rule 10b5-1 and Other New SEC Requirements Relating to Insider Trading

WilmerHale on

In December 2022, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 10b5-1, the rule that provides an affirmative defense to claims of insider trading for persons acquiring or disposing of...more

Holland & Knight LLP

A Closer Look at the Rule 10b5-1 Amendments Adopted by the SEC

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The U.S. Securities and Exchange Commission (SEC), in a rare unanimous vote, adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) and new disclosure requirements to enhance investor...more

Womble Bond Dickinson

SEC Adopts New Rule 10B-5 Insider Trading Requirements

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On December 14, 2022, the Securities and Exchange Commission (the “SEC”) adopted new rules (i) implementing additional conditions for insiders to rely on the affirmative defense for Rule 10b5-1 trading plans (“10b5-1 plans”)...more

Dorsey & Whitney LLP

SEC Amends Insider Trading Safe Harbor and Requires New Disclosures to Address Insider Trading Risks

Dorsey & Whitney LLP on

On December 14, 2022, the SEC adopted final rules amending Rule 10b5-1, the safe harbor that allows directors, executive officers and others, including issuers, to engage in securities transactions while in possession of...more

Whitman Legal Solutions, LLC

Selling Real Estate Securities: The “Issuer Exemption” from Broker-Dealer Licensing

When companies sell their own securities, their executives and employees must be careful not to run afoul of the Securities Exchange Act of 1934 (Exchange Act) and broker-dealer licensing requirements. These challenges are...more

Vinson & Elkins LLP

SEC's Proposed SPAC Rules: A Closer Look at the Proposed Rules

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On March 30, 2022, the commissioners of the Securities and Exchange Commission (“SEC”) approved much-anticipated proposed rules relating to special purpose acquisition companies (“SPACs”). ...more

Morrison & Foerster LLP

SEC Proposes Sweeping Regulations Regarding SPAC and De-SPAC Transactions that Could Have a Chilling Effect on SPACs and Other...

On March 30, 2022, the U.S. Securities and Exchange Commission (SEC) proposed new rules and amendments relating to special purpose acquisition companies (SPACs). The SEC indicated these proposals are meant to enhance...more

Sullivan & Worcester

SEC proposals re: repurchase plan disclosures

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The SEC today proposed rule changes regarding the disclosure of share repurchase plans. The proposed rules would require an issuer to provide a new Form SR before the end of the first business day following the day the issuer...more

Proskauer - Corporate Defense and Disputes

Failure to Cruise Past the Pleading Requirements in the Norwegian Cruise Lines Securities Class Action

On April 10, 2021, the United States District Court for the Southern District of Florida dismissed a securities class action complaint against Norwegian Cruise Lines (“NCL”) relating to the company’s disclosures made as the...more

Latham & Watkins LLP

The Return of the Token Safe Harbor

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SEC Commissioner Peirce has revived and refreshed her proposed three-year safe harbor for qualifying token projects, but some unresolved ambiguities remain. US Securities and Exchange Commission (SEC) Commissioner Hester...more

Fenwick & West LLP

SEC’s New Guidance on Liability Risks Likens SPACs to IPOs

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John Coates, Acting Director of the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC), issued a public statement providing insight into the SEC’s views on the application of federal...more

Skadden, Arps, Slate, Meagher & Flom LLP

In Affirming Dismissal of Securities Fraud Suit, Ninth Circuit Highlights How Stock Price Recovery Can Prevent Pleading of Loss...

On January 26, 2021, the Ninth U.S. Circuit Court of Appeals affirmed the dismissal of a putative securities fraud class action, holding that: (i) the plaintiffs could not plead loss causation for an alleged misstatement...more

Proskauer - Corporate Defense and Disputes

Shareholders Cannot Sue Corporate Officers for Forward-Looking Projections that Don’t Pan Out, Ninth Circuit Affirms

It is illegal under the Securities Exchange Act to make false or misleading statements to the investing public about material facts. At the same time, corporations and their officers must be able to make statements about the...more

JAMS

The SEC’s Proposed Exemptive Order for Finders in Private Placements: An Uncertain Future for Regulatory Certainty - Perspectives...

JAMS on

At age 79, Paul Anka, the crooner and songwriter, is more relevant than ever. In 2020, he appeared on Season 4 of “The Masked Singer,” enjoyed a popular resurgence courtesy of TikTok, reworked his anthem “My Way” for the...more

Pillsbury Winthrop Shaw Pittman LLP

The SPAC Explosion: Beware the Litigation and Enforcement Risk

SPACs have seen exponential growth in 2020, but SPAC sponsors, investors and targets should beware the scrutiny de-SPAC transactions are receiving from the plaintiffs’ bar and the SEC. 2020’s SPAC IPO explosion will...more

Fenwick & West LLP

SEC Adopts Amendments Facilitating Opportunities for Access to Additional Capital

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The U.S. Securities and Exchange Commission has issued a release adopting amendments (“final rules”) to certain of its rules relating to exemptions from registration under the Securities Act of 1933 (Securities Act). The...more

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