Securities Exchange Act, Failure To Disclose

Eastern District Of Wisconsin Dismisses Class Action Against Energy Products Company For Failure To Allege Falsity, Scienter, And...

A&O Shearman on 3/13/2025

On February 7, 2025, Judge Brett H. Ludwig of the United States District Court for the Eastern District of Wisconsin dismissed a putative class action alleging that an energy product sales company (the “Company”) and its...more

Perk Redux - Yet Another Company Stumbles Over SEC Executive Compensation Rules

BCLP on 12/19/2024

On December 17, 2024, the SEC announced settled charges against Express, Inc. for failing to disclose perks paid to its then CEO, including personal use of airplanes. Without admitting or denying the SEC’s findings,...more

Nutter Securities Enforcement Update: Oct. 1 Quarterly Review

Nutter McClennen & Fish LLP on 10/14/2024

The Nutter Securities Enforcement Update is a periodic update of noteworthy recent securities enforcement activity, settlements, decisions, and charges. We provide brief summaries that highlight recent enforcement action...more

Why Can’t We Be Friends?

BCLP on 10/8/2024

Recently, the SEC announced settled charges against a former chairman/CEO and director of Church & Dwight Co. Inc., for violating proxy disclosure rules by standing for election as an independent director without informing...more

ICAHN Settles With SEC for Failures to Disclose Key Details of Margin Loan Stock Pledges - Teaching Moment for Directors and...

BCLP on 8/21/2024

On August, 19, 2024, the SEC announced settled charges against Carl C. Icahn and his publicly traded company, Icahn Enterprises L.P. (IEP), for failing to disclose information relating to Icahn’s pledges of IEP securities –...more

Nutter Securities Enforcement Update: March 1, 2024

Nutter McClennen & Fish LLP on 4/5/2024

The Nutter Securities Enforcement Update is a periodic update of noteworthy recent securities enforcement activity, settlements, decisions, and charges. We provide brief summaries that highlight recent enforcement action...more

Item 303 Circuit Split to be Heard in the Next SCOTUS Term

Vinson & Elkins LLP on 10/10/2023

On September 29, 2023, the U.S. Supreme Court agreed to weigh in on the validity of a familiar allegation in private securities litigation—that a failure to disclose under Item 303 of Regulation S-K (“Item 303”) supports a...more

Recent SEC Enforcement Activity Serves as a Reminder That Rule 12b-25 Requires Substantive Disclosures

WilmerHale on 8/29/2023

On August 22, the Securities and Exchange Commission announced settled enforcement actions against five companies for violations of Exchange Act Rule 12b-25, which requires a notification to be filed whenever a company does...more

Second Circuit Confirms that Item 303 Disclosure Violations May Support Section 10(b) Liability in Reviving Claims Based on...

Cadwalader, Wickersham & Taft LLP on 4/4/2023

In a recent decision, Moab Partners, L.P. v. Macquarie Infrastructure Corporation, the U.S. Court of Appeals for the Second Circuit vacated a lower court’s dismissal of claims under Section 10(b) of the Securities Exchange...more

$35M SEC Settlement Underscores Processes, Procedures Ensuring Appropriate Public Disclosures

Jackson Lewis P.C. on 3/28/2023

In a $35 million settlement that emphasizes the “S” for social in Environmental, Social and Corporate Governance (ESG) issues in public filings, publicly traded video game developer Activision Blizzard, Inc. has agreed with...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

Southern District Of New York Dismisses Putative Class Action Against E Cigarette Manufacturer

A&O Shearman on 10/13/2022

On September 30, 2022, Judge Paul A. 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 Act of 1933...more

Northern District Of Texas Dismisses Putative Class Action Against Oil And Gas Company For Failure To Allege Scienter

A&O Shearman on 10/13/2022

On September 29, 2022, Chief Judge David C. Godbey of the United States District Court for the Northern District of Texas dismissed a putative class action asserting claims under the Securities Exchange Act of 1934 against an...more

Nutter Securities Enforcement Update: October 1, 2022

Nutter McClennen & Fish LLP on 10/1/2022

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

Securities Litigation Update: First Circuit Holds That Future-Focused Risk Disclosures Are Not Misleading Absent “Grand...

Cadwalader, Wickersham & Taft LLP on 8/9/2021

On July 9, 2021, in Karth v. Keryx Biopharmaceuticals, Inc., the U.S. Court of Appeals for the First Circuit affirmed entry of judgment for the defendants in a putative class action asserting violations of Section 10(b) of...more

SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence

Goodwin on 7/27/2021

SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence; Stockholders Strike $110 Million Settlement In Suit Alleging Breaches Of Fiduciary Duties By Former...more

A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition

Goodwin on 5/19/2021

A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition; Under Armour to Pay $9M to Settle SEC Charges Involving Disclosure Failures; First Circuit Upholds Decision Applying Federal...more

Under Armour Inc. Pulls Sales Forward, SEC and Stockholders Push Back

Proskauer - Corporate Defense and Disputes on 5/18/2021

As the culmination of an SEC investigation into Under Armour Inc.’s “pull forward” practice leads to charges, Under Armour agrees to cease and desist and settles for $9 million....more

2020 Year In Review Securities Litigation Against Technology Companies

Goodwin on 4/28/2021

In many ways, 2020 was an unprecedented year. In midMarch, the United States abruptly went into lockdown as coronavirus cases began to spike; a national emergency was declared, travel bans and gathering restrictions were...more

Eastern District Of New York Dismisses Putative Class Action Against Cosmetics Company For Failure To Allege Actionable...

A&O Shearman on 9/29/2020

On September 17, 2020, Judge Rachel P. Kovner of the United States District Court for the Eastern District of New York dismissed without prejudice a putative class action asserting claims under the Securities Exchange Act of...more

Southern District Of New York Dismisses Securities Fraud Action Against Chinese Internet Company Based On Confidential Witness...

A&O Shearman on 8/25/2020

On August 14, 2020, United States District Judge Paul A. Engelmayer dismissed with prejudice a putative securities class action against a Chinese internet company (the “Company”) and its co-founders and a director under...more

Failure to State the “Obvious” Does Not Give Rise to a Securities Violation

Patterson Belknap Webb & Tyler LLP on 4/2/2020

Commercial Division Justice Andrew Borrok recently issued a decision in Lonny Matlick et al. v. AmTrust Financial Services, Inc., addressing the following question: Can an issuer be held liable under the Securities and...more

Southern District Of New York Dismisses Putative Class Action Against Mining Company For Failure To Adequately Allege Actionable...

A&O Shearman on 3/3/2020

On February 27, 2020, Judge Loretta A. Preska of the United States District Court for the Southern District of New York dismissed a putative class action asserting claims under Section 10(b) of the Securities Exchange Act of...more

Blog: SEC charges company for failure to disclose material trends

Cooley LLP on 2/21/2020

The SEC has just settled an action against Diageo PLC, a producer of liquor, wine and beer, for failure to disclose known trends and uncertainties. Diageo’s omission resulted in materially misleading disclosures regarding...more

Securities Exchange Act › Failure To Disclose

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