Securities Exchange Act, CEOs

Takeaways for In-House Counsel from DOJ’s First Insider Trading Trial Involving a Rule 10b5-1 Plan

Morrison & Foerster LLP on 6/28/2024

On June 21, 2024, a jury in California federal court found a former chief executive officer of a publicly traded healthcare company guilty of insider trading in United States v. Peizer, the first criminal insider-trading case...more

Is It Time to Take a Fresh Look at Disclosure Controls and Procedures for CEO/CFO Certifications?

BCLP on 9/6/2023

In New England Carpenters Guaranteed Annuity and Pension Funds v. DeCarlo (Aug. 2023), the Second Circuit held, among other things, that CEO/CFO certifications mandated by SOX Section 302 constitute non-actionable statements...more

Missing Gold: Misappropriation by SPAC CFO Underscores Importance of Internal Controls

Vinson & Elkins LLP on 3/10/2023

On February 22, 2023, the Securities and Exchange Commission (“SEC”) issued a cease-and-desist order (the “Order”) charging African Gold Acquisition Corp. (“African Gold”) with multiple violations of the Securities Exchange...more

Top 5 SEC Enforcement Developments for January 2023

Morrison & Foerster LLP on 2/20/2023

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. This...more

Not Lovin’ It: SEC’s Settlement With McDonald’s Former CEO Highlights Continued Focus on Executive-Related Disclosures

Vinson & Elkins LLP on 1/25/2023

On January 9, 2023, the Securities and Exchange Commission (“SEC”) issued a cease-and-desist order (the “Order”)1 charging McDonald’s Corporation (“McDonald’s”) and its ex-CEO, Stephen Easterbrook, with multiple disclosure...more

SEC Finds 10b5-1 Trading Plan was Misused, Charges Tech Company Executives with Insider Trading

Cozen O'Connor on 9/30/2022

A recent Securities and Exchange Commission (SEC) enforcement action charged two executives with insider trading violations despite the fact that the executives had adopted a purported 10b5-1 trading plan....more

Top 5 SEC Enforcement Developments for June 2022

Morrison & Foerster LLP on 7/11/2022

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary sources....more

Top 5 SEC Enforcement Developments for January 2022

Morrison & Foerster LLP on 2/3/2022

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important and interesting SEC enforcement developments from the past month, with links to primary...more

District Of Delaware Dismisses Suit Against Wireless Technology Company For Failure To Plead Actionable Misstatement

A&O Shearman on 11/26/2021

On November 15, 2021, Judge Richard G. Andrews of the United States District Court for the District of Delaware dismissed a derivative suit against a company that provides hardware, software, and services for wireless...more

Blog: Commissioners Peirce and Roisman criticize “unduly broad view” of “internal accounting controls” in Andeavor

Cooley LLP on 11/17/2020

In October, the SEC settled charges against Andeavor, an energy company formerly traded on the NYSE and now wholly owned by Marathon Petroleum, in connection with stock repurchases authorized by its board in 2015 and 2016. ...more

Inside the Courts – An Update From Skadden Securities Litigators - April 2020

Skadden, Arps, Slate, Meagher & Flom LLP on 4/6/2020

This issue includes summaries and associated court opinions of selected cases principally decided between October 2019 and January 2020. ...more

Eastern District Of Pennsylvania Dismisses Putative Class Action Against Semiconductor Equipment Manufacturer For Failure To...

A&O Shearman on 10/17/2019

On October 9, 2019, Judge C. Darnell Jones, II of the United States District Court for the Eastern District of Pennsylvania dismissed a putative securities class action asserting claims under the Securities Exchange Act of...more

District Of Nevada Grants In Part And Denies In Part Motion To Dismiss Exchange Act Claims Against Airline Company And Its...

A&O Shearman on 9/17/2019

On September 9, 2019, Judge Andrew P. Gordon of the United States District Court for the District of Nevada partially dismissed a putative securities class action brought against an airline company and certain of its current...more

SEC and DOJ Charge Former Executives of Private Company for Misrepresenting the Company’s Technology - A Reminder that Private...

Fenwick & West LLP on 2/21/2019

In a case reminiscent of last year’s blockbuster government actions against Theranos and its former executives, the U.S. Department of Justice and the U.S. Securities and Exchange Commission have separately charged two former...more

SEC Warns Companies of Potential Internal Accounting Control Violations with Business Email Compromise

Akin Gump Strauss Hauer & Feld LLP on 10/19/2018

• The SEC issued guidance in the form of a rare “21(a) report” this week after investigating a series of email frauds impacting 9 unnamed companies. • These email-based frauds, referred to as “CEO scams” or “vendor scams,”...more

“Airing Out the Denny Crane Room”: Recent SEC Action Emphasizes Need for Effective Disclosure Controls and Procedures for...

Sheppard Mullin Richter & Hampton LLP on 8/21/2018

Last month, Energy XXI, Ltd. (“EXXI”), a publicly-traded oil and gas exploration company, saw its former Chief Executive Officer charged with various securities law violations by the Securities and Exchange Commission...more

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

Skadden, Arps, Slate, Meagher & Flom LLP on 3/27/2018

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 Issues New Cybersecurity Guidance; Makes Clear that Cybersecurity Disclosures Are Part of Existing SEC Requirements - Guidance...

Holland & Knight LLP on 2/26/2018

On Feb. 21, 2018, the Securities and Exchange Commission (SEC) issued interpretive guidance on its expectations for corporate disclosures on cybersecurity risks. The guidance delineates where it believes existing SEC rules...more

Impact of Compensation-Related Litigation on Public Companies

Skadden, Arps, Slate, Meagher & Flom LLP on 1/25/2018

Compensation-related litigation and threats of litigation continued to significantly impact public companies in 2017. These companies should be mindful of issues that were raised in recent litigation: proxy disclosure,...more

Section 162(m) After the Tax Cuts and Jobs Act: What to Do Now

Skadden, Arps, Slate, Meagher & Flom LLP on 1/5/2018

On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the Act), which includes significant changes to the executive compensation deduction rules in Section 162(m) of the Internal Revenue Code (Code)...more

Tax Cuts and Jobs Act

Akin Gump Strauss Hauer & Feld LLP on 11/10/2017

On November 2, 2017, the Committee on Ways and Means of the U.S. House of Representatives released its tax reform bill titled the Tax Cuts and Jobs Act (the “House Bill”). On November 6, 2017, Kevin Brady, Chairman of the...more

Ninth Circuit Permits SEC to Assert Standalone Claim for False Sarbanes-Oxley Certification and Confirms Disgorgement Remedy...

Sheppard Mullin Richter & Hampton LLP on 9/13/2016

In Securities & Exchange Commission v. Jensen, No. 14-55221, 2016 WL 4537377 (9th Cir. Aug. 31, 2016), the United States Court of Appeals for the Ninth Circuit broke new ground by providing the Securities & Exchange...more

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