Securities Exchange Act, Rule 10b-5

Ninth Circuit Affirms Dismissal Of Exchange Act Claims Against Post deSPAC Company, Holding That Shareholders Of The SPAC Lack...

A&O Shearman on 8/13/2024

On August 8, 2024, the United States Court of Appeals for the Ninth Circuit affirmed United States District Judge Yvonne Gonzalez Rogers’s dismissal of a putative securities class action asserting claims under Sections 10(b)...more

Top 5 SEC Enforcement Developments for June 2024

Morrison & Foerster LLP on 7/16/2024

Each month, we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The Supreme Court’s Jarkesy decision and its impact on the...more

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

Shady Days: SEC Secures Another Insider Trading Stat on Shadow Trading Theory

Holland & Knight LLP on 6/11/2024

The U.S. District Court for the Northern District of California on May 30, 2024, approved a settled final judgment against technology company Arista Networks' former chairman and CEO, Andreas "Andy" Bechtolsheim based on...more

Top 5 SEC Enforcement Developments for April 2024

Morrison & Foerster LLP on 5/21/2024

Each month, we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The SEC’s first “Shadow Trading” trial; •SCOTUS’s...more

Supreme Court Holds “Pure Omissions” Are Not Actionable Under Rule 10b-5(b)

Sheppard Mullin Richter & Hampton LLP on 4/23/2024

In Macquarie Infrastructure Corp. v. Moab Partners, No. 22-1165, 2024 WL 1588706 (U.S. Apr. 12, 2024) (“MIC”), the United States Supreme Court (Sotomayor, J.) held unanimously that “pure omissions” in a Securities and...more

SEC Secures Jury Verdict in Shadow Insider Trading Trial

Kramer Levin Naftalis & Frankel LLP on 4/19/2024

On April 5, 2024, a federal jury in San Francisco returned a verdict in favor of the Securities and Exchange Commission (SEC) in Securities and Exchange Commission v. Panuwat. The jury found that a corporate executive had...more

Client Alert: Supreme Court Clarifies that Pure Omissions Under Item 303 of Reg. S-K Are Not Actionable Under Rule 10b–5(b)

Jenner & Block on 4/17/2024

On April 12, 2024, in Macquarie Infrastructure Corp. v. Moab Partners, L.P., the US Supreme Court held that a company’s mere failure to disclose information required by management’s discussion and analysis (Item 303 of SEC...more

SEC v. Panuwat – Northern District Of California Jury Endorses SEC’s “Shadow Trading” Theory

A&O Shearman on 4/16/2024

On April 5, 2024, a jury in the Northern District of California found that Matthew Panuwat had misappropriated his employer’s confidential information and committed insider trading. The closely followed case represented the...more

Is The SEC's Shadow Trading Win Proof That There Is A Federal Common Law Of Crime After All?

Allen Matkins on 4/8/2024

Last week, the U.S. Securities and Exchange Commission's Director of Enforcement celebrated a jury verdict in its insider trading case against Matthew Panuwat...more

Climates Change SEC’s Disclosure Rules: Still substantial, the SEC approves scaled back climate disclosure rules

Eversheds Sutherland (US) LLP on 3/13/2024

On March 21, 2022, the Securities and Exchange Commission (SEC) proposed expansive and controversial climate disclosure rules. Two years and 24,000 comment letters later, on March 6, 2024, the SEC voted 3-2 to adopt its...more

Redefining Insider Trading: The SEC's Groundbreaking Theory in the Panuwat Case

Miller Canfield on 2/29/2024

In SEC v Panuwat, a federal jury in California will hear a novel insider trading theory that the court has allowed to proceed to trial. In Panuwat, the SEC says it is unlawful for an individual to purchase securities of a...more

SEC charges alleged hedge fund with defrauding $1.2 million from investors

Orrick, Herrington & Sutcliffe LLP on 2/12/2024

On February 2, the SEC issued a complaint which charged a company for allegedly raising $1.2 million from 15 investors through an offer and sale of fraudulent securities for a hedge fund....more

Nutter Securities Enforcement Update: January 1, 2024

Nutter McClennen & Fish LLP on 1/17/2024

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

Will the SEC’s shadow trading theory fall to SCOTUS’s major questions doctrine?

Cooley LLP on 11/7/2023

In August 2021, the SEC filed a complaint in the U.S. District Court charging Matthew Panuwat, a former employee of Medivation Inc., an oncology-focused biopharma, with insider trading in advance of Medivation’s announcement...more

Supreme Court to Decide Scope of Potential Liability Based on MD&A in Annual Reports

Goodwin on 10/3/2023

On September 29, the Supreme Court agreed to hear a case that could significantly affect the scope of corporate liability under the securities laws. Lower courts disagree on whether the SEC-required “management’s discussion...more

Split Tenth Circuit Affirms Dismissal Of Exchange Act Claims Against Aerostructures Manufacturing Company And Its Executives,...

A&O Shearman on 9/12/2023

On August 21, 2023, the United States Court of Appeals for the Tenth Circuit affirmed dismissal of a consolidated putative class action alleging violations of Section 10(b) of the Securities Exchange Act of 1934 (the...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

New York District Court Denies In Part And Grants In Part Motion To Dismiss Class Action Against Agriculture Company

A&O Shearman on 8/8/2023

On July 21, 2023, Judge Lewis J. Liman 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 securities class action alleging that an...more

District Of Minnesota Dismisses Exchange Act Claims Against Mattress Company With Prejudice, Finding Investors Failed To...

A&O Shearman on 8/7/2023

On July 10, 2023, Chief Judge Patrick J. Schiltz of the United States District Court for the District of Minnesota granted a motion to dismiss a putative securities fraud class action against a mattress and bedding company...more

Securities Exchange Act › Rule 10b-5