News & Analysis as of September 20, 2024

Securities Exchange Act › Contract Terms

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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 Justice Insiders Podcast: Meet the Securities and Exchange (and Human Resources) Commission

SEC Takes on Nondisclosure Agreements to Protect Whistleblower Program; Fines Firm $10 Million

Ogletree, Deakins, Nash, Smoak & Stewart,... on 1/29/2024

The U.S. Securities and Exchange Commission (SEC) in recent years has taken an aggressive stance against employers over employment agreements that the agency believes impede its whistleblower program—as highlighted by a $10...more

SEC Enforcement Orders Issued for Employment & Separation Agreement Terms

Dinsmore & Shohl LLP on 10/27/2023

The SEC issued enforcement orders against three companies for including terms in their employment and separation agreements that violated Rule 21F-17(a) of the Securities Exchange Act of 1942, commonly known as the...more

SEC Settlements Over Whistleblower Protections Pile Up

Holland & Knight LLP on 10/10/2023

As the SEC closed its fiscal year, it filed three separate enforcement actions against companies for purported violations of Rule 21F-17 under the Securities and Exchange Act of 1934, which prohibits persons from impeding...more

Court Of Chancery Rules Delaware Choice Of Law Does Not Defeat California Securities Law Claim

Allen Matkins on 2/1/2021

What happens when a fundamental policy collides with an unwaivable right? At bottom, that was the question before Vice Chancellor Paul A. Fioravanti, Jr. in Swipe Acquisition Corp. v. Krauss, 2021 Del. Ch. LEXIS 14. In...more

SEC Accuses Issuer and CEO of Violating Whistleblower Protection Laws to Silence Investor Complaints

Kramer Levin Naftalis & Frankel LLP on 12/3/2019

On Nov. 4, 2019, the Securities and Exchange Commission (SEC) filed an amended complaint against Collectors Café and its CEO, Mykalai Kontilai, to add charges against defendants for alleged violations of whistleblower...more

Securities and Corporate Governance Update – October 2019

BCLP on 10/24/2019

This newsletter discusses noteworthy updates, key regulatory decisions and upcoming compliance reminders. In this edition, we review: ...SEC Changes Approach to Shareholder Proposal No-Action Requests ...SEC Issues...more

Change of Control Clauses in High Yield: What You Need to Know

White & Case LLP on 4/29/2019

European Leveraged Finance Client Alert Series: Issue 4, 2019 - Most high yield indentures contain a "Change of Control" clause that relates to changes in the beneficial ownership of the issuer. We provide an overview of...more

Key Takeaways From the Tezos Litigation

Perkins Coie on 8/31/2018

On August 7, Judge Richard Seeborg of the U.S. District Court for the Northern District of California denied in part a motion to dismiss (the “Order”) sought by the defendants in In Re Tezos Securities Litigation (the “Tezos...more

Second Circuit Overturns District Court Denial Of Leave To Add Securities Fraud Claims Because Release Clause In Stock Sale...

A&O Shearman on 7/17/2017

On July 13, 2017, the United States Court of Appeals for the Second Circuit vacated a part of a district court decision denying a plaintiff’s motion to amend a complaint to add securities fraud claims based on a contractual...more

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Securities Exchange Act › Contract Terms

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