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Securities Rule 10b-5

Dechert LLP

SCOTUS: Pure Omissions Are Not Actionable Under Rule 10b-5

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The United States Supreme Court held that pure omissions, standing alone, are not actionable in private civil litigation under Rule 10b-5(b), which makes it unlawful to omit material facts in connection with buying or selling...more

A&O Shearman

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

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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

Miller Canfield

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

Miller Canfield on

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

Wilson Sonsini Goodrich & Rosati

2023 Technology and Life Sciences PIPE and RDO Report

The 2023 Technology and Life Sciences PIPE and RDO Report presents analysis related to 177 private investments in public equity (PIPEs) and registered direct offerings (RDOs) by U.S.-based technology and life sciences...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: January 1, 2024

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

Mintz

Securities Lawsuit Against Retailer Due to Losses Allegedly Caused By Conservative Boycott Due to Company's Embrace of Pro-LGBTQ...

Mintz on

This week, an investor brought a lawsuit against Target Corporation in connection with allegedly "false and misleading statements concerning Target's Environment, Social and Governance (ESG) and Diversity, Equity, and...more

A&O Shearman

Eleventh Circuit Affirms Dismissal Of Exchange Act Claims Against Biomedical Company, Finding Plaintiffs Did Not Adequately Plead...

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

Katten Muchin Rosenman LLP

SEC Adopts Amendments to Rule 10b5-1 Plan Requirements and Increases Disclosure Requirements Regarding Insider Trading Policies

On December 14, the Securities and Exchange Commission (SEC) unanimously adopted amendments to Rule 10b5-1 and related regulations governing "10b5-1 Plans." 10b5-1 Plans enable (1) public company insiders to sell their...more

Katten Muchin Rosenman LLP

Other Recent Developments - Capital Markets Compass | Issue 4

On December 14, the Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 and new disclosure requirements to enhance investor protections against insider trading....more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: October 1, 2022

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

Holland & Knight LLP

Assessing Impact of Second Circuit's Rio Tinto Decision on Scheme Liability

Holland & Knight LLP on

When it comes to the federal securities laws, clear answers can occasionally be hard to find. There may be no better example than the question around the overlap of the "misstatement liability" and "scheme liability"...more

Patterson Belknap Webb & Tyler LLP

Securities Class Action Filings – Cornerstone Research 2021 Year in Review

Securities class action case filings plunged in 2021 compared to the number of similar cases filed in 2020.  According to Cornerstone Research’s 2021 Year in Review report, there were 218 securities class action cases filed...more

Mintz - Securities Litigation Viewpoints

Tenth Circuit Affirms Extraterritorial Reach of SEC Enforcement of the Federal Securities Laws

In the Traffic Monsoon litigation, the U.S. Court of Appeals for the Tenth Circuit held that the enforcement provisions of the Securities Act and the Exchange Act reach Traffic Monsoon’s sales to customers outside of the...more

Whitman Legal Solutions, LLC

Orchestra Performances and Basic Honesty Analysis in Rule 10b-5 Cases

In Janus Capital Group Inc. v. First Derivative Traders, the US Supreme Court appeared to apply a similar standard to Rule 10b-5 securities fraud cases. Under Janus, the Court appeared to hold that only someone who has the...more

A&O Shearman

Third Circuit Affirms Dismissal Of Putative Class Action Without Leave To Amend

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On November 14, 2018, the United States Court of Appeals for the Third Circuit affirmed the dismissal of and denial of leave to amend a putative class action complaint against Altisource Asset Management Corporation (“AAMC”)...more

Dorsey & Whitney LLP

Equifax Data Breach: Preliminary Lessons for the Adoption and Implementation of Insider Trading Policies

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Insider trading allegations have surfaced at Equifax, a credit rating agency that last week announced a data breach that could potentially affect 143 million consumers in the United States, nearly half of the country’s...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities - June 2017

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February 2017 and April 2017. The cases address developing trends in class actions, ERISA, fiduciary duties,...more

Proskauer - Corporate Defense and Disputes

Non-Use Agreement Need Not Precede Disclosure of Confidential Information

A Pennsylvania federal court held yesterday that an agreement not to use confidential inside information for trading purposes need not precede the receipt of that information in order to create liability under the...more

Burr & Forman

6th Circuit Joins Majority, Accepting "Materialization of the Risk"

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Last month, the 6th Circuit joined the majority view recognizing the “materialization of the risk” theory of loss-causation as an alternative to “corrective-disclosure” in securities litigation under Rule 10b-5....more

Mintz - Securities Litigation Viewpoints

Federal Court Declines to Exercise Jurisdiction Over Toshiba Despite Over-the-Counter ADS Sales in the United States

Ever since the Supreme Court issued its opinion in Morrison v. National Australia Bank, Ltd., 561 U.S. 247 (2010), courts have been making their own interpretations of what Morrison means for whether certain transactions are...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts: An Update From Skadden Securities Litigators - September 2015 / Volume 7 / Issue 3

This issue of Inside the Courts, Skadden’s securities litigation newsletter, includes summaries and associated court opinions of selected cases principally decided between May 2015 and August 2015. The cases address...more

Adler Pollock & Sheehan P.C.

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

Allen Matkins

California Reverts To Former Securities Anti-Fraud Statute

Allen Matkins on

Readers of this blog will recall my chariness of a 2013 amendment to California’s basic securities anti-fraud statute.  See California Creates Complete Chaos By Rewriting Anti-Fraud Statute, But “We Are Against Fraud Aren’t...more

Katten Muchin Rosenman LLP

SEC Secures Victory on Fraud Allegations Against Technology Executive

The US District Court for the District of Columbia took the unusual step of granting summary judgment against a technology company executive who the Securities and Exchange Commission accused of various violations of the...more

BakerHostetler

The Boundaries for Insider Trading Prosecutions See a Resurgence: The 1980s Are Back!

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In a closely followed appeal, the United States Court of Appeals for the Second Circuit on December 10, 2014, delivered an important decision in United States v. Newman by vacating the insider trading convictions of two...more

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