As 2021 comes to a close, Chair Gensler caps an ambitious inaugural year by proposing sweeping changes to the availability of Rule 10b5-1 trading plans.
The proposed amendments—in which all five Commissioners joined—are...more
SPACs have seen exponential growth in 2020, but SPAC sponsors, investors and targets should beware the scrutiny de-SPAC transactions are receiving from the plaintiffs’ bar and the SEC.
2020’s SPAC IPO explosion will...more
12/16/2020
/ Corporate Counsel ,
D&O Insurance ,
Enforcement Actions ,
Financial Institutions ,
Initial Public Offering (IPO) ,
Private Securities Litigation Reform Act of 1995 ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Exchange Act of 1934 ,
Special Purpose Acquisition Companies (SPACs)
In a significant ruling, the U.S. Supreme Court has expanded the potential liability of those involved in disseminating material misrepresentations to potential investors—exposing them to primary liability under SEC Rule...more
4/4/2019
/ False Statements ,
Intent to Defraud ,
Investment Banks ,
Lorenzo v SEC ,
Material Dissemination ,
Misleading Statements ,
Publicly-Traded Companies ,
Rule 10b-5 ,
Scienter ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations
Varjabedian ruling challenges long-standing precedent of scienter requirement.
Section 14(e) ruling creates circuit split, increasing odds of Supreme Court review. ...more
In Merrill Lynch, Pierce, Fenner & Smith Inc. v. Manning, the U.S. Supreme Court held that mere references to Securities Exchange Act of 1934 violations in a state law claim filed in state court are not sufficient grounds for...more
On July 23, 2014, the Delaware Supreme Court in Wal-Mart Stores Inc. v. Indiana Electrical Workers Pension Trust Fund IBEW held that plaintiff stockholders, who make a showing of good cause, can inspect documents concerning a...more