As a follow-up to our prior discussion in this area, this article addresses a recent exemption issued to the New York Stock Exchange ("NYSE") by the Securities and Exchange Commission ("SEC") that allows for increased trading...more
February 2025 Interest Rates for GRATs, Sales to Defective Grantor Trusts, Intra-Family Loans and Split Interest Charitable Trusts - The February applicable federal rate (“AFR”) for use with a sale to a defective grantor...more
The Dodd-Frank Wall Street Reform and Consumer Protection Act, which was enacted in 2010 in response to the 2008 financial crisis, added protections for whistleblower activity to the Securities Exchange Act of 1934 (“Exchange...more
On October 31, 2024, the United States Court of Appeals for the Second Circuit revived claims brought under Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 against an outside auditor (the...more
On September 9, 2024, the Securities and Exchange Commission (SEC) announced settled charges against seven public companies for violations of certain whistleblower protections provided by Rule 21F-17 under the Securities...more
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
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
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
On May 14, 2024, Judge Rita F. Lin of the United States District Court for the Northern District of California granted a motion to dismiss a putative securities class action against a ridesharing company (the “Company”) and...more
On April 12, 2024, the Supreme Court unanimously reversed and vacated the Second Circuit’s decision in Macquarie Infrastructure Corporation v. Moab Partners, L.P. Justice Sonia Sotomayor delivered the opinion for the Court....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 expanded definition of securities dealers; - •An...more
The Securities and Exchange Commission (the "SEC" or "Commission") has adopted new rules that further define the phrase "part of a regular business" for purposes of determining whether a person is a "dealer" or "government...more
On February 6, 2024, the Securities and Exchange Commission (“SEC”) adopted final rules (the “Final Rules”) that will further define the phrase “as a part of a regular business” as used in the statutory definitions of...more
Section 25401 of the California Corporations Code declares generally declares unlawful to make false statements of a material fact or or omit material facts when buying or selling a security. It is therefore similar to Rule...more
Mandatory central clearing is coming to the US Treasury market. Citing the many virtues of clearing — mitigation of the "overall amount of counterparty credit risk," centralized default management, multilateral netting of...more
On October 10, 2023, the U.S. Securities and Exchange Commission (SEC) announced that it adopted final rules amending beneficial ownership reporting requirements under Sections 13(d) and 13(g) of the Securities Exchange Act...more
The Eleventh Circuit Court of Appeals recently affirmed the dismissal of a purported securities fraud class action, because lower-level corporate officials with knowledge of an alleged fraudulent sales scheme were not...more
On June 13, 2023, the United States Court of Appeals for the Third Circuit affirmed in part and reversed in part the dismissal of a putative class action against an insurance company (the “Company”) and certain of its...more
On March 14, 2023, Judge Rossie D. Alston, Jr. of the United States District Court for the Eastern District of Virginia dismissed without prejudice a putative class action against an automobile manufacturer, its U.S.‑based...more
On January 6, 2023, Judge John L. Sinatra, Jr. of the United States District Court for the Western District of New York denied a motion to dismiss claims against a cannabis and tobacco engineering company (the “Company”)...more
The U.S. Court of Appeals for the Ninth Circuit ruled last week that the securities-law requirement to plead a “strong inference” of scienter does not apply to claims under § 14(e) of the Securities Exchange Act even where...more
On January 10, 2023, Judge Paul Engelmayer of the United States District Court for the Southern District of New York dismissed with prejudice a putative class action asserting claims under the Securities Exchange Act of 1934...more
On December 29, 2022, President Biden signed H.R.2617, the Consolidated Appropriations Act of 2023 (the “Omnibus Bill”), that included a rider in Title V establishing a statutory exemption for certain mergers and acquisitions...more
On December 5, 2022, Judge Denise Cote of the United States District Court for the Southern District of New York dismissed a putative class action asserting claims under the Securities Exchange Act of 1934 against an...more
On August 23, 2022, Judge Gerald Austin McHugh, Jr. of the United States District Court for the Eastern District of Pennsylvania granted class certification in a securities fraud class action against an energy company and its...more