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Securities and Exchange Commission (SEC) Insider Trading Publicly-Traded Companies

Cooley LLP

Don’t Forget to Coordinate Your ‘EDGAR Next’ Enrollment for Mutual Insiders!

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We’ve blogged multiple times about how you should prepare to transition to the SEC’s new “EDGAR Next” platform (here’s our latest post). We are now in that transition period where some companies are voluntarily enrolling in...more

Goodwin

Securities Litigation Against Life Sciences Companies 2024 Year in Review

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Welcome to our ninth annual report on US securities class actions filed against publicly traded life sciences companies, which include pharmaceutical, biotechnology, medical device, and healthcare companies....more

McDermott Will & Emery

New SEC Leadership Signals Continued Focus on FDA-Related Disclosures

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Lawyers inside and outside the US Securities and Exchange Commission (SEC) have speculated that the agency’s new leadership will take a “lighter touch” when it comes to enforcement. The ultimate approach of the new SEC...more

Moore & Van Allen PLLC

“EU Listing Act Introduces Exemptions Allowing Insiders to Trade During Blackout Periods.”

On November 14, 2024, the EU Listing Act (the “Listing Act”) was published in the Official Journal of the European Union. The Listing Act entails a legislative package designed to improve capital markets access and enhance...more

Paul Hastings LLP

SEC Reporting Obligations Under Section 13 and Section 16 of the Exchange Act - UPDATED February 2025

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This legal update summarizes (a) the reporting requirements under Section 13(d), (f), (g) and (h) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are generally applicable to persons that own or...more

Morrison & Foerster LLP

Reminders for the 2025 Reporting Season

Many companies are in the midst of preparing their year-end Annual Reports on Form 10-K and looking ahead to their annual meeting of shareholders. In addition to changes to rules, regulations and disclosure trends, the...more

Foley & Lardner LLP

SEC Actions in Review: What Officers and Directors Should Know for 2025

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As the regulatory landscape continues to evolve, public company officers and directors must stay abreast of the enforcement priorities and expectations of the Securities and Exchange Commission (SEC). Over the past year, the...more

White & Case LLP

Key Considerations for the 2025 Annual Reporting Season: Your Upcoming Form 20-F and other FPI-Specific Considerations

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With the inauguration of US President Trump on January 20, 2025, public companies await the impact of the new administration on the US Securities and Exchange Commission ("SEC"). President Trump's pick for the next SEC Chair,...more

Mayer Brown Free Writings + Perspectives

What’s the Deal? - Rule 10b5-1 Plans

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

Cooley LLP

Public Companies Update – December 2024 One-Minute Reads

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SEC’s Office of the Whistleblower annual report - On November 15, 2024, the Securities and Exchange Commission’s Office of the Whistleblower released its annual report to Congress. The Whistleblower Program report includes...more

White & Case LLP

Key Considerations for the 2025 Annual Reporting and Proxy Season: Your Upcoming Form 10-K

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Each year in our Annual Memo, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form 20-F....more

Mayer Brown

What’s the Deal? – Rule 10b5-1 Plans

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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

Keating Muething & Klekamp PLL

Securities Snapshot: 4th Quarter 2024 - 2025 Reporting Season – Key Considerations

As we bid farewell to 2024, we welcome not only another year but also several new disclosure requirements. In this Snapshot, we summarize several developments and best practices for public companies to consider as the 2024...more

K&L Gates LLP

Key Disclosure Considerations for Your Upcoming Form 10-K and Proxy Statement

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Public companies should be aware of new disclosure requirements for their upcoming Form 10-K filings for the fiscal year ended 31 December 2024 (2024 Form 10-K) and for their upcoming Proxy Statements to be filed in 2025...more

Foley & Lardner LLP

Unlocking the Power of Equity-Based Incentive Compensation: Special Considerations for Publicly-Traded Companies

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This article is the seventh and final in our series on equity-based compensation. It will provide an overview of special considerations for publicly-traded companies when granting equity awards, including the impact of proxy...more

DLA Piper

Compensation Committees: Best Practices for Paying it Right

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This is the second part of a series of client alerts for public companies and their boards and compensation committees, covering key considerations for equity grant practices. Overview - The compensation committee...more

DLA Piper

From Expert to Director: How to Navigate the Complexities and Scrutiny of Public Company Board Service

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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

Fenwick & West LLP

Key Considerations for New Insider Trading Disclosures

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The following new SEC insider trading disclosures will be required in companies’ upcoming Forms 10-K (FY 2024) and/or proxy statements...more

Bass, Berry & Sims PLC

The Time is Here: Public Companies Should be Mindful of the Upcoming Insider Trading Policy Form 10-K Exhibit Filing Requirement

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In connection with the upcoming Form 10-K/proxy season, public companies with a fiscal year ending on December 31 will be required, for the first time, to publicly file their insider trading policies as exhibits to their...more

Lowenstein Sandler LLP

United States Department of Justice Obtains First Insider Trading Conviction Based Exclusively on the Use of a Trading Plan and...

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A federal jury in Los Angeles recently convicted the former CEO of Ontrak Inc. (a publicly traded company), Terren Peizer, for engaging in an insider trading scheme using Rule 10b5-1 trading plans. The insider trading...more

BCLP

Post-Panuwat: Have You Reviewed and Updated Your Insider Trading and Other Corporate Policies?

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As discussed in our September 1, 2021 post, the SEC brought its first “shadow insider trading” case against Matthew Panuwat, a company employee who purchased options in a competitor’s shares shortly after learning his...more

Lowenstein Sandler LLP

“Shadow Trading” is Insider Trading: Jury Establishes Liability in Historic Shadow Trading Case

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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

Jones Day

SEC Prevails in Novel "Shadow Trading" Insider Trading Trial

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The Securities and Exchange Commission ("SEC") won at trial in its first "shadow trading" case, holding a corporate official liable for insider trading for using nonpublic information about his company's acquisition to trade...more

White & Case LLP

“Novel” or Not: the SEC and DOJ’s Expansion of Insider Trading to “Shadow Trading” and 10b5-1 Plans Survive Their Days in Court

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On April 5, 2024, the U.S. Securities and Exchange Commission ("SEC") won a jury verdict in its first "shadow trading" insider trading action. Only a few weeks before this verdict, a court denied a motion to dismiss a...more

Vinson & Elkins LLP

Out from the Shadows: The SEC Succeeds on Shadow Insider Trading Theory

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The Securities and Exchange Commission obtained a victory in a closely-watched trial when a jury found Matthew Panuwat liable for insider trading based on a “shadow trading” theory. The jury’s verdict, as well as increased...more

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