On August 19, 2024, the United States Court of Appeals for the Second Circuit dismissed, on remand from the United States Supreme Court, putative class action claims brought under Section 10(b) of the Securities Exchange Act...more
Last week, the SEC announced settled charges against seven public companies for use of agreements that the SEC alleges have provisions that violate the whistleblower protection rule. Coincidentally, I recently recorded a...more
In October 2023, the U.S. Securities and Exchange Commission (SEC) approved final rules amending the beneficial ownership reporting requirements under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (Exchange...more
Yesterday, the SEC announced it had charged seven companies with violating ’34 Act Rule 21F-17(a) by using employment and separation agreements to impede potential whistleblowers from reporting misconduct to the SEC....more
On September 4, the Securities and Exchange Commission (SEC) issued an order against three investment adviser firms for violating the whistleblower protections of Rule 21F-17(a) under the Securities Exchange Act of 1934. This...more
In a significant enforcement action, the SEC sanctioned a private fund manager for failing to establish and maintain adequate policies and procedures to prevent the misuse of material nonpublic information (MNPI) while...more
Highlight the Third Circuit’s adoption of the de novo standard of review in evaluating appeals of derivative litigation demand-futility decisions; Explore the Sixth Circuit’s recognition of the applicability of the...more
The Securities and Exchange Commission recently announced that the fees that registrants pay to register their securities with the SEC will increase from $147.60 per million dollars to $153.10 per million dollars, effective...more
On August 14, the U.S. Securities and Exchange Commission (“SEC”) announced yet another wave of enforcement actions related to widespread “off-channel communications,” charging an additional 26 firms with failing to maintain...more
Vice President Kamala Harris's selection of Minnesota Gov. Tim Walz as her running mate imposes restrictions on campaign contributions to the Harris-Walz campaign by federally registered investment advisers (RIAs), exempt...more
On August 20, 2024, the U.S. Securities and Exchange Commission (SEC) announced an increase in the fees that public companies and other issuers will be required to pay to register their securities, from $147.60 per million...more
On October 10, 2023, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments to rules promulgated under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),...more
In a stinging rebuke of its attempted cybersecurity-related enforcement against a public company, a federal judge recently dismissed most of the charges that the U.S. Securities and Exchange Commission (SEC) had filed against...more
On August 8, 2024, the United States Court of Appeals for the Ninth Circuit affirmed United States District Judge Yvonne Gonzalez Rogers’s dismissal of a putative securities class action asserting claims under Sections 10(b)...more
The U.S. Treasury finalized regulations (the “Regulations”), providing rules for public companies subject to the 1% excise tax on certain redemptions of their publicly traded stock (the “Stock Repurchase Excise Tax”). The...more
The US Court of Appeals for the Second Circuit recently affirmed a District Court’s denial of a company’s request to “sterilize” the voting securities of stockholders who allegedly violated the disclosure requirements of...more
Over the last week, several registered investment advisers have received examination letters, issued from both the Securities and Exchange Commission’s national office in Washington, D.C., and from at least one regional...more
The Federal Communications Commission (FCC) last week warned 13 property owners in the New York City area that illegal FM radio broadcasts were emanating from their properties, and that they could face multi-million dollar...more
Late last month, the Supreme Court issued two opinions which seemingly shook up the field of administrative law. As explained in this article, however, while both decisions bear significantly on certain administrative...more
On June 24, 2024, the U.S. Court of Appeals for the Second Circuit decided Packer ex rel. 1-800-Flowers.com, Inc. v. Raging Capital Management, LLC, reversing a district court decision that had held that a shareholder...more
A significant part of our corporate practice is advising clients who want to raise capital. For larger, institutional clients who attract the attention of reputable investment bankers, the process is straightforward....more
As new areas of the law emerge, driven in part by technology and the free flow of information, federal agencies are becoming more aggressive with a tried and true carrot-and-stick approach to law and regulatory enforcement. ...more
On June 26, 2024, the Supreme Court issued a decision in SEC v. Jarkesy, holding that “[w]hen the SEC seeks civil penalties against a defendant for securities fraud, the Seventh Amendment entitles the defendant to a jury...more
On March 6, 2024, the Securities and Exchange Commission (the “SEC”) adopted final climate disclosure rules (the “Final Rules”)1 to take effect as early as the beginning of the 2025 fiscal year. On April 4, 2024, the SEC...more
On 27 June 2024, in a ruling much-anticipated by the securities industry and other similarly regulated industries, the Supreme Court (the Court) held in SEC v. Jarkesy that when the Securities and Exchange Commission (SEC)...more