News & Analysis as of September 19, 2024

Securities Exchange Act › Public Disclosure

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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 +

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ABA Committee Submits Letter to SEC Requesting 15c2-11 Relief for Fixed Income Securities

Bass, Berry & Sims PLC on 11/30/2022

Rule 15c2-11 under the Securities Exchange Act of 1934 (Exchange Act) governs when dealers can publish quotations for securities. In September 2020, the U.S. Securities and Exchange Commission (SEC) amended the rule...more

The Lights Could Go Out on Over-the-Counter Companies on September 28, 2021

Dorsey & Whitney LLP on 8/16/2021

On September 28, 2021, companies trading in the United States over-the-counter securities markets (“OTC Markets”) that do not comply with amended Rule 15c-211 will no longer be eligible for quotation on the OTC Markets,...more

Recent SEC Enforcement Action Drives Home the Importance of Regulation FD Policies and Training

Bass, Berry & Sims PLC on 8/24/2019

On August 20th, 2019, the SEC charged TherapeuticsMD Inc., a pharmaceutical company headquartered in Boca Raton, Florida, with violations of Regulation FD based on its sharing of material, nonpublic information with sell-side...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

The SEC’s Recent Settlement with Tesla and Elon Musk Teaches Us a Valuable Corporate Governance Lesson

Dorsey & Whitney LLP on 10/4/2018

The SEC’s settlement with Tesla and Elon Musk teaches us some important corporate governance lessons on monitoring and vetting executive use of social media. As background, on August 7, 2018, the markets were surprised by...more

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

A&O Shearman on 4/3/2018

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

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

A&O Shearman on 3/20/2018

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

MSRB Addresses Selective Disclosure

Mintz - Public Finance Viewpoints on 9/18/2017

On September 13, 2017, the Municipal Securities Rulemaking Board (the “MSRB”) published a market advisory on selective disclosure (the “Notice”). The stated purpose of the Notice is to “increase awareness” of selective...more

First Circuit Affirms Dismissal Of Putative Securities Class Action, Finding Public Disclosures Precluded Any Finding Of Intent To...

A&O Shearman on 5/22/2017

On May 12, 2017, the United States Court of Appeals for the First Circuit affirmed the dismissal of a putative securities class action against biopharmaceutical company Biogen Inc. and three of its officers. In Re: Biogen...more

The SDNY Provides Guidance on a Company’s Duty to Disclose Government Investigations

McGuireWoods LLP on 6/1/2016

Due to the absence of instructive case law and interpretative guidance from the U.S. Securities and Exchange Commission (SEC), companies are often left in the dark with regard to whether and/or when they should publicly...more

SEC Proposes Mandatory Incentive Compensation Clawback Rules

Goodwin on 7/17/2015

On July 1, 2015, the Securities and Exchange Commission proposed rules, consisting of new Rule 10D-1 and related rule and form amendments, that would require clawbacks of incentive compensation received by executive officers...more

Federal Agencies Issue Final Policy Statement Regarding Standards for Assessing Diversity Policies and Practices

Goodwin on 7/7/2015

On June 9, 2015, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the National Credit Union Administration, the Bureau of Consumer...more

New SEC Guidance Regarding Social Media; Proposed Clarifications to Delaware Law for Mergers Following a Tender Offer; Change in...

Davis Wright Tremaine LLP on 5/14/2014

Social media is becoming a desirable tool for companies to communicate with their shareholders and potential investors. Over the last few years, the Securities and Exchange Commission (“SEC”) has issued guidance on how SEC...more

Rely Only on This Prospectus . . . Unless We Left Something Out

Akin Gump Strauss Hauer & Feld LLP on 4/25/2014

In a little-noticed part of a December 2013 opinion in the multidistrict Facebook IPO litigation, U.S. District Judge Robert Sweet ruled that plaintiffs could use prospectus language once thought to be a shield against...more

Trouble Brewing for 10b5-1 Trading Plans

Cohen & Gresser LLP on 2/26/2013

Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, is intended to provide a safe harbor from insider trading liability for corporate insiders who trade their company’s stock pursuant to certain...more

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Securities Exchange Act › Public Disclosure

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