Securities Exchange Act, Stocks

Reminder – T-1 Settlement Starts Tuesday, May 28, 2024

Mintz - Securities & Capital Markets... on 5/29/2024

Starting today, Tuesday, May 28, 2024, the amendments to Securities Exchange Act Rule 15c6-1 take effect, shortening the settlement cycle for most broker-dealer securities transactions to the trade date plus one business day...more

SEC Charges Adviser and its Principal in Illegal Short Selling Scheme

Seward & Kissel LLP on 6/19/2023

Who may be interested: Investment advisers, broker-dealers. Quick Take: The SEC recently filed a lawsuit charging an investment adviser and its managing partner (collectively, the Adviser) with allegedly engaging in a...more

Market Turmoil Caused by “Run on the Banks” Leads to Trading Halts

Perkins Coie on 3/15/2023

On March 10, 2023, volatility resulting from concerns regarding runs on certain banks triggered trading halts in those banks’ stocks on the New York Stock Exchange (NYSE) and Nasdaq. March 13, 2023, saw additional trading...more

Second Circuit Limits Use of Confidential Government Agency Information as Basis for Securities Fraud Prosecutions

Bradley Arant Boult Cummings LLP on 3/15/2023

On December 27, 2022, the Second Circuit called into question the government’s theory of insider trading of confidential government agency information, potentially undercutting the DOJ’s enforcement of various white-collar...more

Recent SEC Comment Letter of Interest Regarding Whether a Digital Currency is a Security Under Section 2(a)(1) of the Securities...

Bass, Berry & Sims PLC on 12/16/2022

Subscribers to our blog know that we monitor EDGAR for new SEC comment letters and enjoy bringing attention to the more interesting ones. In today’s blog post, we bring your attention to a recent SEC comment letter exchange...more

SEC and DOJ Bring Parallel Cases Alleging $8 Million Serial Insider-Trading Scheme

Winstead PC on 9/20/2021

Today the SEC and the DOJ announced civil and criminal charges involving an alleged brazen $8 million insider-trading scheme. The trader, Dayakar Mallu, allegedly traded ahead of four public announcements by his former...more

Sympathy Trading–SEC Seeks To Expand Insider Trading Liability

Lowenstein Sandler LLP on 8/31/2021

On August 17, 2021, the U.S. Securities and Exchange Commission (SEC) filed a first-of-its-kind complaint, alleging insider trading against a former employee of Medivation Inc. (Medivation), a California-based...more

Lessons From the First Dismissal of a COVID-19 Related Securities Class Action Lawsuit

UB Greensfelder LLP on 2/8/2021

Despite a general decline in filings of securities class action litigation in 2020, the economic fallout from the coronavirus pandemic has led to an uptick of securities fraud cases alleging failure to disclose risks of the...more

SEC’S Expansive View of “Accounting Controls” Draws Unusual Dissent from Two Commissioners

King & Spalding on 12/17/2020

On October 15, 2020, the Securities and Exchange Commission issued a settled administrative order charging Andeavor LLC with failing to devise and maintain adequate internal controls surrounding its buyback of company stock...more

Stock Exchanges Before The SEC

Allen Matkins on 9/24/2019

National securities exchanges are registered with the Securities and Exchange Commission under Section 6(a) of the Securities Exchange Act of 1934. Before there was an SEC or an Exchange Act, the United States was populated...more

Regulation A May Prove Useful Alternative to Form S-4 Registration for Public Companies Doing Smaller M&A Deals

Sheppard Mullin Richter & Hampton LLP on 1/16/2019

Last month, the U.S. Securities and Exchange Commission (“SEC”) announced it had adopted final rules to amend certain parts of Regulation A promulgated under the Securities Act of 1933 (“Securities Act”). These new rules...more

Complexities of Issuing Public Company Stock in Acquisitions of Private Companies

Bass, Berry & Sims PLC on 11/1/2018

As equity valuations of public companies remain high in comparison to recent historical norms, the use of public company stock as an acquisition currency by SEC registrants in acquisitions of private companies will continue,...more

Second Circuit Reiterates: Defendants Must Satisfy Burden Of Persuasion Through A Preponderance Of The Evidence To Rebut Basic...

Carlton Fields on 1/31/2018

The Second Circuit, in keeping with its recent decision in Waggoner v. Barclays, reaffirmed that defendants must satisfy the burden of persuasion by a preponderance of the evidence to rebut the presumption established by the...more

U.S. Public Companies: Calculating Your Public Float – What You Need to Know

Mintz - Energy & Sustainability Viewpoints on 7/17/2017

If you are a year-end U.S. public company, your second fiscal quarter has recently come to an end, which means that it’s time to calculate your public float to see if your reporting status has changed. Here are a few things...more

Eleventh Circuit Confirms that Issuers are not Required to Disclose Retention of Outside Promotional Firms

King & Spalding on 12/21/2016

On December 15, 2016, the United States Court of Appeals for the Eleventh Circuit affirmed the dismissal of a securities class action against Galectin Therapeutics Inc., a Georgia-based biotechnology company. The suit...more

Dismissal for Drugmaker Affirmed: Galectin Had No Duty to Disclose Payments to Promoters

Carlton Fields on 12/20/2016

In re: Galectin Therapeutics, Inc. Securities Litigation, No. 16-10324, 2016 WL 7240146, ____ , F2d ___ (11th Cir. Dec. 15, 2016). The Eleventh Circuit recently addressed the circumstances under which a public company...more

First Circuit Affirms Tough Standard for Alleging Securities Fraud; Revives One Claim Against Local Drug Maker

Pierce Atwood LLP on 12/1/2016

On November 28, 2016, the First Circuit upheld the dismissal of all but one of the class action securities fraud claims against Cambridge, MA drug company, ARIAD Pharmaceuticals, Inc., reaffirming the exacting pleading...more

SEC’s Proposed Amendments to Broker-Dealers’ Order Routing Disclosures

Dechert LLP on 9/8/2016

The U.S. Securities and Exchange Commission (SEC) has published proposed amendments to Rule 606 under Regulation NMS of the Securities Exchange Act of 1934 (Exchange Act), which would require broker-dealers to disclose...more

OMNICARE and its Implications

CMCP - California Minority Counsel Program on 11/4/2015

In the spring of this year, the Supreme Court issued its long-awaited decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S.Ct. 1318 (2015), resolving a circuit split regarding the...more

2015 Mid-Year Securities Litigation and Enforcement Highlights

BakerHostetler on 8/5/2015

Welcome to the 2015 Mid-Year Report from the BakerHostetler Securities Litigation and Regulatory Enforcement Practice Team. The purpose is to provide a periodic survey, apart from our team Executive Alerts, on matters we...more

SEC Proposes Rules to Implement Dodd-Frank Act Executive Compensation Clawback

Perkins Coie on 8/3/2015

The Securities and Exchange Commission (SEC) recently proposed another long-awaited set of rules to implement the clawback policy required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). ...more

Happy Public Float Day!

Mintz - Securities & Capital Markets... on 6/30/2015

If you are a year-end company, today is the end of your second fiscal quarter, which means that it’s just about time to calculate your public float to see if your reporting status has changed. Here are a few things to...more

SEC Says Fantasy Stock Trading Violates Securities Laws; Charges Others for Selling Illegal Security-Based Swaps

Stinson - Corporate & Securities Law Blog on 6/18/2015

The SEC issued an Investor Alert which says fantasy stock trading for small amounts of money can violate provisions of securities laws implemented by the Dodd-Frank Act. I bet the Congressional drafters of these provisions...more

Section 16(b) Decision Provides Important Guidance

Katten Muchin Rosenman LLP on 5/28/2015

A recent opinion by the US District Court for the Southern District of New York denying a motion to dismiss “short-swing” profit claims under Section 16(b) of the Securities Exchange Act of 1934 against members of an alleged...more

Proposal for Tick-Size Pilot Program Submitted to SEC

Akin Gump Strauss Hauer & Feld LLP on 9/12/2014

In response to an order from the Securities and Exchange Commission (SEC) in June, on August 26, 2014, the SEC announced that it had received a proposal from the national securities exchanges and the Financial Industry...more

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