News & Analysis as of

Securities Exchange Act

The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +
The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange Commission (SEC), which is the primary regulatory agency enforcing federal securities laws. less -

Second Circuit Affirms Dismissal Of Exchange Act Claims For Failure To Adequately Plead Scienter

by Shearman & Sterling LLP on

On April 13, 2018, the United States Court of Appeals for the Second Circuit, in a summary order, affirmed the dismissal of a putative class action against Deutsche Bank and certain of its officers asserting claims under...more

SEC Proposes Rules Addressing Broker-Dealer and Investment Adviser Standards of Conduct

by Dechert LLP on

On April 18, 2018, the U.S. Securities and Exchange Commission (SEC) voted 4-1 to propose a package of rules and interpretations (Proposals) intended to improve the retail investor experience and to provide greater clarity...more

SEC Charges Broker With Theft From Pension Plan

by Dorsey & Whitney LLP on

The Commission frequently brings actions in which the defendant is charged with misappropriating investor funds. Typically those cases center on an offering fraud in which the defendant sold investors securities using false...more

Anti-Corruption Regulation Survey of 41 Countries 2017–2018

by Jones Day on

Welcome to the 2017-2018 edition of the Jones Day Anti-Corruption Regulation Survey. In 2017 and 2018 to date, there has continued to be an increasing awareness among multinational companies of the significance of...more

Southern District Deals Blow to FCPA-Based Securities Class Actions

by Dechert LLP on

When a public company resolves a Foreign Corrupt Practices Act (FCPA) investigation by either the U.S. Department of Justice (DOJ) or Securities and Exchange Commission (SEC), private litigation by investors under the...more

Criminal And Civil Charges Filed In Connection With Initial Coin Offering By Centra Tech

by Shearman & Sterling LLP on

On April 2, 2018, the U.S. Department of Justice (“DOJ”) and Securities Exchange Commission (“SEC”) announced criminal and civil charges against two startup co-founders for allegedly defrauding and conspiring to defraud...more

SEC Settles Financial Fraud Action – With Admissions In The U.K.

by Dorsey & Whitney LLP on

The Commission has settled one action in which admissions were required since Jay Clayton became Chairman. In resolving its most recent financial fraud action the agency did not require the settling parties to make admissions...more

Southern District Of New York Dismisses Exchange Act Claims Alleging Failure To Properly Disclose Potential FCPA Violations

by Shearman & Sterling LLP on

On March 30, 2018, the United States District Court for the Southern District of New York dismissed with prejudice a class action complaint against Embraer S.A. (“Embraer” or the “Company”) and several of its officers,...more

Southern District Of New York Dismissed Exchange Act Claims Against Healthcare Company Regarding Surgical Gowns

by Shearman & Sterling LLP on

On March 30, 2018, the United States District Court for the Southern District of New York dismissed a class action against Halyard Health, Inc. (“Halyard”) and its executives, along with Kimberly-Clark Corporation...more

SEC Halts ICO Coin Offering Supposedly Tied to Visa, MasterCard

by Dorsey & Whitney LLP on

Cryptocurrencies have been a focus of SEC Enforcement in recent months. The Chairman and senior staff members have repeatedly cautioned investors regarding the risks of these instruments while extolling market professional...more

District Of Massachusetts Dismisses Securities Fraud Allegations For Failure To Adequately Allege Scienter

by Shearman & Sterling LLP on

On March 27, 2018, Judge F. Dennis Saylor IV of the United States District Court for the District of Massachusetts dismissed a putative class action alleging claims under Sections 10(b) and 20(a) of the Securities Exchange...more

A Five Percent Interest Is Not Necessarily Stock

by Allen Matkins on

As Professor Joshua Fershee has often noted, many judges fail to distinguish between corporations and limited liability companies. See, e.g., LLCs Are Not Corporations. Be Vigilant. Respect the Entity. Therefore, it is nice...more

Southern District Of New York Denies Motion To Dismiss Exchange Act Claims Against Mylan Regarding EpiPen

by Shearman & Sterling LLP on

On March 28, 2018, Judge J. Paul Oetken of the United States District Court for the Southern District of New York granted in part and denied in part a motion to dismiss a putative class action against Mylan N.V. and several...more

Spending Legislation Contains Long-Awaited Reforms for BDCs

by Proskauer Rose LLP on

On March 23, 2018, Congress passed and President Trump signed the Consolidated Appropriations Act of 2018, the omnibus spending bill to fund the federal government through September. The spending bill included the Small...more

SEC Proposes Transaction Fee Pilot for NMS Stocks

by WilmerHale on

On March 14, 2018, the Securities and Exchange Commission (SEC) proposed Rule 610T of Regulation NMS under the Securities Exchange Act of 1934 to conduct a pilot program (Pilot) to study the effect of equity exchange...more

Cyber Breach-Related Shareholder Suit Against Yahoo Settles for $80 Million. Is this the Start of a Trend?

It was inevitable. Heretofore, a majority of public companies that experienced a cyber breach, followed by a shareholder suit alleging either a violation of Section 10(b) of the Securities Exchange Act of 1934 or a breach of...more

SEC Charges of Failure to Supervise by BD Heading For Hearing

by Dorsey & Whitney LLP on

Typically broker-dealers and other regulated entities resolve Commission investigations prior to the institution of any proceedings. A west coast broker-dealer alleged to be a recidivist, however, chose not to resolve failure...more

Supreme Court Hears Argument On Application Of American Pipe Tolling Decision To Subsequent Class Actions

by Jackson Lewis P.C. on

As discussed on our blog late last year, the U.S. Supreme Court granted certiorari to China Agritech, Inc., a fertilizer manufacturer, from the Ninth Circuit’s decision in Resh v. China Agritech, Inc., 857 F.3d 994 (9th Cir....more

Inside the Courts – An Update From Skadden Securities Litigators - March 2018/ Volume 10 / Issue 1

This quarter's issue includes summaries and associated court opinions of selected cases principally decided between November 2017 and January 2018. The cases address developing trends in appraisal, class certification, core...more

SEC Enjoins Firm Trading Binary Options That Guaranteed No Losses

by Dorsey & Whitney LLP on

The Enforcement Division’s focus on retail investors is illustrated by a recent offering fraud case brought by the Commission. The key elements of that action were: a fund run by a person that worked in the financial...more

SEC Charges UK Broker, Others With Manipulation

by Dorsey & Whitney LLP on

Since a priority for the Commission’s Enforcement Program is retail investors, a key area of focus is microcap fraud. Recently the agency filed two related microcap fraud actions centered on an FBI sting operation. SEC v....more

Fifth Circuit Affirms Dismissal Of Shareholder's Claim To Recover Alleged Short-Swing Profits Because Equity Dispositions Were...

by Shearman & Sterling LLP on

On March 12, 2018, the United States Court of Appeals for the Fifth Circuit affirmed the dismissal of a shareholder’s claims to recover on behalf of Dynegy, Inc. (“Dynegy”) alleged short-swing profits from insiders in...more

Securities Fraud Class Action Against Discount Retail Chain Dismissed Because Defendants Sufficiently Disclosed Impact Of...

by Shearman & Sterling LLP on

On March 8, 2018, the United States District Court for the Middle District of Tennessee dismissed a consolidated class action alleging securities fraud claims under Section 10(b) and 20(a) of the Securities Exchange Act...more

SEC Levies $18 Million Fine On NYSE And Affiliated Exchanges For Alleged Securities Act And Exchange Act Violations

by Shearman & Sterling LLP on

On March 6, 2018, the United States Securities and Exchange Commission (“SEC”) instituted a settled administrative proceeding against the New York Stock Exchange (“NYSE”), and affiliated national exchanges NYSE American LLC...more

District Of New Jersey Finds Defendants Failed To Rebut Fraud-On-The-Market Presumption And Certifies Class Action Against...

by Shearman & Sterling LLP on

On February 28, 2018, Judge Peter Sheridan of the United States District Court for the District of New Jersey granted class certification in an action against Aeterna Zentaris, Inc. and certain of its executives. Li V....more

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Cybersecurity

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