Stock Option Repricing: What Do Tech Companies Need to Know, What Different Forms Do They Take, and How Can Repricing Contribute to a Motivated Workforce?
A federal court in California refused to grant a judgment or a new trial to a defendant who was found to have engaged in insider trading when he purchased securities of one company based on material nonpublic information...more
On June 25, 2024, the Securities and Exchange Commission (the “SEC”) charged an advanced materials company and its former executive officers with market manipulation, fraud and other securities law violations. The charges...more
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 permanent suspension of an audit firm and its owner for...more
SEC Rule 10b-5(b) makes it unlawful, in connection with the offer and sale of securities, for any person to make any untrue statement of material fact or omit to state a material fact when the omission renders any statements...more
There have been 44 initial public offerings (IPOs) listed on the US stock markets in 2024 thus far, many of which continue to trade at a premium to their initial offering price, demonstrating the strength and buoyancy of...more
With just one quarter remaining in 2023, securities and derivative litigation continues to develop with new standards being articulated or clarified, particularly by decisions within the Second Circuit: The Second...more
On August 10, 2023, the U.S. Court of Appeals for the Second Circuit took an important step in Arkansas Teacher Retirement System v. Goldman Sachs Group toward clarifying the circumstances in which federal class action...more
A potentially overlooked but important issue that public companies should have in mind when granting option or option-like awards is avoiding the unintentional appearance of “spring-loading” and “bullet-dodging,” both of...more
On June 1, 2023, the U.S. Supreme Court (the Supreme Court) issued a much-anticipated decision in the case captioned Slack Technologies, LLC, fka Slack Technologies, Inc. (Slack), et al. v. Pirani (the Slack Decision), which...more
A unanimous Supreme Court today made it more difficult for shareholders to file suits under Section 11 of the Securities Act of 1933 (the Securities Act or the Act). The Court held in Slack Technologies, LLC v. Fiyyaz Pirani...more
On June 1, 2023, the U.S. Supreme Court issued its decision in Slack Technologies, LLC v. Pirani vacating a Ninth Circuit decision2 that had extended the scope of Section 11 of the Securities Act of 1933, which provides a...more
The U.S. Supreme Court held that purchasers of shares sold to the public through a direct listing cannot sue under Section 11 of the Securities Act of 1933 unless they can trace their shares to an allegedly defective...more
Amidst all the controversy and legal proceedings involving Elon Musk, one could overlook the fact that he and his company Tesla are on trial now in U.S. District Court for securities fraud. Yet they are: a jury has been...more
The old adage — if it sounds too good to be true, then it probably isn’t — still rings true when it comes to MoviePass, which ultimately resulted in a criminal indictment charging two former executives with securities fraud....more
On October 26, 2022, the Securities and Exchange Commission (SEC) adopted rules directing the national securities exchanges to create listing standards requiring listed companies to develop and implement policies that...more
In 2011 and 2012, two Supreme Court cases discussed how the court should calculate damages arising from stock purchase and sale made on the basis of false securities disclosures. In 2021 and 2022, two district courts further...more
The sun is shining, children are out of school, families are headed off on summer vacations, and the SEC is … bringing enforcement actions against companies for 2020 fraud related to COVID-19 products. One such action was...more
Abbott Laboratories, the maker of Similac baby formula and the company at the heart of America’s current formula shortage, has reportedly “reached an agreement with U.S. health officials to restart production at its largest...more
ELON’S MUSK TUMULTUOUS HISTORY WITH THE SEC - Tesla’s colorful CEO, Elon Musk, has a history of feuding with the Securities and Exchange Commission (SEC), and it looks like the fight isn’t over. In 2018, the SEC...more
Recent news of misinformation out of Russia about alleged troop withdrawals (when, in fact, troops and shelling near the border are up) sent skittish markets down on Thursday. Tech companies were again among “some of the...more
The past has a way of repeating itself. In 1909, the New York Supreme Court declined to enforce a contract to manipulate stock prices (which was successful), with payments due to a publisher of an investment newsletter...more
The SEC recently charged a former employee of a biopharmaceutical company with insider trading in advance of an acquisition but with a unique twist: Trading the securities of a company unrelated to the merger. ...more
SCOTUS Grants Certiorari to Decide Whether Automatic Discovery Stay Applies to Securities Act Cases in State Court; Delaware Court of Chancery Dismisses Stockholder Suit Against FedEx for Failure to Make Pre-Litigation...more
After years of protests, lobbying, and legal battles, TC Energy—the Canadian pipeline company behind the embattled Keystone XL pipeline project that “would have carried petroleum from Canadian tar sands to Nebraska”—announced...more
Where’s the Beef? Two Charged with $650 Million Cattle Ponzi Scheme - On May 12, the Department of Justice (DOJ) announced that a federal district court in Colorado unsealed an indictment alleging that two individuals ran...more