Securities Exchange Act, Corporate Officers

Who Qualifies As a ‘Senior Executive’ Under the FTC Noncompete Rule?

Manatt, Phelps & Phillips, LLP on 7/5/2024

With the demise of the doctrine of Chevron deference at the U.S. Supreme Court in the Loper Bright Enterprises case, the future of the Federal Trade Commission’s broad rule banning noncompete agreements nationwide is...more

Inside the Courts – An Update From Skadden Securities Litigators - May 2023

Skadden, Arps, Slate, Meagher & Flom LLP on 6/1/2023

Supreme Court Hears Argument on Traceability Requirement in Circuit-Split Slack v. Pirani - Key Points - - Before the end of June, the U.S. Supreme Court is expected to issue a decision in a high-profile securities case...more

Court Dismisses Post-SPAC Class Action for Lack of Standing

Goodwin on 5/26/2023

On March 31, 2023, U.S. District Judge Ronnie Abrams of the Southern District of New York dismissed a putative securities class action against CarLotz, Inc. (CarLotz), and certain of its officers and directors on the grounds...more

Delaware Court of Chancery Clarifies That Fiduciary ‘Duty of Oversight’ Applies to Officers and Extends Fiduciary Duty Claims to...

Goodwin on 2/6/2023

In what seems destined to be a landmark Delaware Court of Chancery decision, Vice Chancellor J. Travis Laster denied former McDonald’s Executive Vice President and Global Chief People Officer David Fairhurst’s motion to...more

Nutter Securities Enforcement Update: January 1, 2023

Nutter McClennen & Fish LLP on 1/4/2023

The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges. ...more

SEC Adopts Rule to Require Listed Companies to Adopt Clawback Policies

Faegre Drinker Biddle & Reath LLP on 12/23/2022

In October, the Securities and Exchange Commission (SEC) adopted Exchange Act Rule 10D-1, directing securities exchanges to adopt listing standards requiring listed companies to adopt and implement policies to recover...more

SEC adopts “clawback” rules for erroneously awarded executive compensation

Eversheds Sutherland (US) LLP on 11/29/2022

On October 26, 2022, the Securities and Exchange Commission (the SEC) approved final rules (the Clawback Rules) requiring publicly traded companies to develop, implement and disclose policies providing for recovery, or...more

FinCEN Issues Final Rule Implementing Corporate Transparency Act Requirement

Holland & Knight LLP on 10/7/2022

The U.S. Department of the Treasury's Financial Crimes Enforcement Network (FinCEN) issued a final rule on Sept. 29, 2022, implementing the beneficial ownership information (BOI) reporting requirement of the Corporate...more

SEC Brings Charges Against Director and Former Executive Officers for Allegedly Lying to Auditors About Loss Contingencies...

WilmerHale on 9/29/2022

Last week, the Securities and Exchange Commission (SEC) filed a complaint in U.S. District Court against a company’s director, former CEO and former CFO for allegedly making false and misleading statements to the company’s...more

Delaware Court Of Chancery Rejects Motion To Stay SPAC Breach Of Fiduciary Duty Suit Pending Parallel Federal Securities Action

A&O Shearman on 3/15/2022

On March 7, 2022, Vice Chancellor Lori W. Will of the Delaware Court of Chancery denied a motion to stay a putative class action brought by legacy stockholders of DiamondPeak Holding Corp., a special purpose acquisition...more

SEC Staff Comments on Director Serving as Corporate Secretary

Bass, Berry & Sims PLC on 1/24/2022

The rules of the New York Stock Exchange (NYSE) and the Nasdaq Stock Market (Nasdaq) require that a majority of a listed company’s board of directors (board) must be comprised of “independent directors” and that vital board...more

The SEC’s Efforts Against Public Companies & Corporate Officers Continue

Faegre Drinker Biddle & Reath LLP on 8/27/2020

SEC Chairman Jay Clayton has repeatedly touted his focus on “Main Street.” In doing so, he unleashed the Division of Enforcement’s Asset Management specialty unit on the investment advisory industry and finalized and...more

IRS offers a 162(m) - brace for the holidays

Eversheds Sutherland (US) LLP on 12/23/2019

On December 16, 2019, the Department of the Treasury (Treasury Department) and Internal Revenue Service (IRS) released long-awaited proposed regulations under Section 162(m) of the Internal Revenue Code implementing changes...more

SEC Enforcement in Financial Reporting and Disclosure: 2019 Mid-Year Update

Jones Day on 8/6/2019

We are pleased to present our annual mid-year update on financial reporting and issuer disclosure enforcement activity for 2019. This White Paper primarily focuses on the U.S. Securities and Exchange Commission's enforcement...more

Supreme Court Affirms Lorenzo v. SEC, Expanding the Scope of Primary Liability for Securities Fraud

King & Spalding on 4/5/2019

On March 27, 2019, the U.S. Supreme Court issued its decision in Lorenzo v. SEC,[i] affirming the expansive view of the U.S. Securities and Exchange Commission (“SEC” or “Commission”) that, under the right circumstances,...more

Supreme Court Ruling Extends Reach of Primary Liability for Securities Fraud

Latham & Watkins LLP on 4/3/2019

Highly anticipated opinion extends primary liability for securities fraud beyond the “maker” of false statements. Key Points: ..The Court held that a defendant’s act of sending emails drafted by another, that the...more

Supreme Court Declines to Extend Janus’ Reach, Upholds Primary Liability Under the Anti-Fraud Provisions of the Securities Laws

Jackson Walker on 4/2/2019

In a 6 to 2 opinion Wednesday, the U.S. Supreme Court declined to extend its holding in Janus Capital Grp., Inc. v. First Derivative Traders, 564 U.S. 135 (2011) beyond Exchange Act Rule 10b-5(b), and held that a person who...more

Lorenzo v. Securities and Exchange Commission: "Maker" or "Messenger"? It Doesn't Matter

Bracewell LLP on 4/1/2019

On March 27, 2019, the Supreme Court of the United States issued its decision in Lorenzo v. Securities and Exchange Commission, 587 U.S. ___ (2019) curtailing any meaningful distinction between liability of a statement maker...more

Supreme Court Rules that Employees Who Disseminate False Statements Drafted by Their Superiors Can Be Primarily Liable Under §...

Dechert LLP on 3/30/2019

Striking a blow to employees who send communications at the behest of others, the Supreme Court held yesterday that those who “disseminate” false statements with the intent to defraud—even if they did not draft those...more

Skadden's 2019 Insights: Expanding Theories of Liability in the #MeToo Era

Skadden, Arps, Slate, Meagher & Flom LLP on 1/22/2019

Alleged workplace harassment is not a new phenomenon, but in the wake of allegations of sexual misconduct in the corporate context, plaintiffs increasingly are targeting an expanded group of defendants, including public...more

SEC Charges CEO/Director with Sarb-Ox Loan Violations for Unreimbursed Advances that Were Outstanding for 5 to 36 Days and...

Stinson - Corporate & Securities Law Blog on 12/27/2017

According to the SEC in an order settling an enforcement action, Alan Shortall was CEO and Chairman of Unilife Corporation, a Nasdaq listed issuer. According to the SEC, Shortall arranged for Unilife to make personal payments...more

Western District Of Washington Allows Securities Fraud Action To Proceed Against Biopharmaceutical Company And Its Senior Officers...

A&O Shearman on 6/27/2017

On June 14, 2017, Judge Ricardo S. Martinez of the United States District Court for the Western District of Washington denied a motion to dismiss a putative securities fraud class action against Juno Therapeutics, Inc....more

Securities Exchange Act › Corporate Officers