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- Feed Preview Corporate Defense and Disputes
Supreme Court Holds That Securities Fraud Statute Does Not Proscribe Pure Omissions
The U.S. Supreme Court recently held that the anti-fraud provision of the Securities Exchange Act does not prohibit “pure omissions,” but only false statements or misleading half-truths. Th...
SEC Wins Insider Trading Suit Alleging “Shadow Trading”
A federal jury in California agreed with the SEC that a corporate official engaged in insider trading when he purchased securities of a company based on material nonpublic information (“MNPI”...
Eleventh Circuit Affirms Injunction Against Florida Statute Concerning Mandatory Diversity Training
The U.S. Court of Appeals for the Eleventh Circuit affirmed an injunction against enforcement of portions of Florida’s “anti-woke” law, which prohibits employers from requiring employees to...
Fifth Circuit Orders En Banc Rehearing of Rejected Challenge to Nasdaq’s Board-Diversity Rules
Well – this took four months. The U.S. Court of Appeals for the Fifth Circuit ordered en banc rehearing of an unsuccessful challenge to the Securities and Exchange Commission’s approval of th...
Missouri Court Denies Dismissal of SIFMA Challenge to Missouri’s Anti-ESG Rules for Financial Advisers
A federal district court in Missouri recently denied a motion to dismiss the Securities Industry and Financial Markets Association’s (“SIFMA’s”) challenge to Missouri Securities Division ...
Delaware Chancery Court Holds that High Standard for Oversight Liability Applies to Corporate Officers
The Delaware Court of Chancery recently held that claims for breach of the fiduciary duty of oversight are not easier to plead against corporate officers than against corporate directors. The dec...
U.S. FinCEN Extends Timeframe for Reporting Companies Created in 2024 to File Beneficial Ownership Information Reports
On November 29, the U.S. Treasury Department’s Financial Crimes Enforcement Network issued a final rule aimed to ease compliance with certain aspects of the regulations promulgated under the Co...
SEC Defeats Summary Judgment in Insider-Trading Suit Alleging “Shadow Trading”
The SEC defeated a motion for summary judgment brought by a defendant whom the SEC accused of engaging in insider trading based on news about a not-yet-public corporate acquisition when he purcha...
Words Matter: Three Key Steps to Mitigate SEC Enforcement Risks Relating to Whistleblower Carveout Language
Since 2015, the SEC has brought nearly two dozen enforcement actions for violations of the whistleblower protection rules under Rule 21F-17(a) against employers for actions taken to impede report...
Fifth Circuit Court of Appeals Rejects Challenge to Nasdaq’s Board-Diversity Rules
The U.S. Court of Appeals for the Fifth Circuit denied review of the Securities and Exchange Commission’s approval of proposed rules promulgated by the Nasdaq Stock Market concerning the divers...
Words Matter: Three Key Steps to Mitigate SEC Enforcement Risks Relating to Whistleblower Carveout Language
Since 2015, the SEC has brought nearly two dozen enforcement actions for violations of the whistleblower protection rules under Rule 21F-17(a) against employers for actions taken to impede report...