The Supreme Court is set to hear arguments in two cases concerning the pleading standard in securities fraud class actions....more
11/5/2024
/ Annual Reports ,
Certiorari ,
Class Action ,
Disclosure Requirements ,
Facebook Inc v Amalgamated Bank ,
Misleading Statements ,
Nvidia Corp v E Ohman J or Fonder AB ,
Pleading Standards ,
PSLRA ,
Rule 10b-5 ,
SCOTUS ,
Securities Exchange Act of 1934 ,
Securities Fraud ,
Securities Litigation ,
Securities Regulation
In the wake of the U.S. Supreme Court's recent Jarkesy decision, the U.S. Securities and Exchange Commission ("SEC") dismissed two contested Rule 102(e) proceedings against accountants, suggesting that the agency believes...more
Seventh Amendment entitles defendants to jury trials when the SEC seeks civil penalties for securities fraud. ...more
The United States Supreme Court in Macquarie Infrastructure Corp. v. Moab Partners, L.P., No. 22-1165, ruled that a corporation is not liable under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 for...more
4/29/2024
/ Disclosure Requirements ,
Item 303 ,
Macquarie Infrastructure Corp v Moab Partners LP ,
Misleading Statements ,
Omissions ,
Regulation S-K ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Fraud ,
Securities Violations
The Background: In August 2022, the United States Court of Appeals for the Second Circuit held in Murray v. UBS Securities, LLC., et al. ("Murray") that an employee suing his employer under the anti-retaliation provisions of...more
2/19/2024
/ Adverse Employment Action ,
Anti-Retaliation Provisions ,
Burden of Proof ,
Certiorari ,
Employees ,
Employer Liability Issues ,
Murray v UBS Securities LLC ,
Retaliation ,
Sarbanes-Oxley ,
SCOTUS ,
Whistleblower Protection Policies ,
Whistleblowers
In Short -
The Situation: The United States Court of Appeals for the Second Circuit recently decertified a class of stockholders who alleged that Goldman Sachs maintained an inflated share price by making...more
8/31/2023
/ Arkansas Teacher Retirement System v Goldman Sachs Group ,
Class Action ,
Class Certification ,
Decertification ,
Disclosure ,
Goldman Sachs ,
Inflated Stock Purchase Price ,
Material Misstatements ,
Misrepresentation ,
New Guidance ,
Presumption of Reliance ,
Retirement ,
SCOTUS ,
Securities Fraud ,
Stock Prices
A unanimous Supreme Court has confirmed that a claim brought under section 11 of the Securities Act of 1933 ("1933 Act") requires that a plaintiff plead and prove that the shares purchased were issued pursuant to an allegedly...more
During 2022, securities case filings fell for the fourth consecutive year and were down slightly from 2021. The number of announced settlements rose substantially last year, as did total settlement amounts. The 2022...more
2/8/2023
/ Class Action ,
Class Certification ,
Corporate Counsel ,
Cryptocurrency ,
Cybersecurity ,
Initial Public Offering (IPO) ,
Popular ,
Scienter ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Special Purpose Acquisition Companies (SPACs)
The U.S. Supreme Court held that courts should consider the generic nature of a misrepresentation when assessing price impact in securities-fraud suits and that defendants bear the burden of persuasion to prove a lack of...more
6/28/2021
/ Arkansas Teacher Retirement System v Goldman Sachs Group ,
Basic v Levinson ,
Burden of Persuasion ,
Burden of Proof ,
Certiorari ,
Class Action ,
Class Certification ,
Conflicts of Interest ,
Goldman Sachs ,
Investors ,
Presumption of Reliance ,
SCOTUS ,
Securities Exchange Act ,
Securities Litigation ,
Shareholders
The Court holds that the Securities and Exchange Commission ("SEC") can continue to seek disgorgement from wrongdoers, while narrowing the remedy to net profits that are returned to victims.
In Liu v. SEC, 591 U.S. ___...more
6/25/2020
/ 15 U.S.C. § 78u(d)(5) ,
Business Expenses ,
Corporate Misconduct ,
Disgorgement ,
Enforcement Actions ,
Equitable Relief ,
Foreign Corrupt Practices Act (FCPA) ,
Insider Trading ,
Internal Controls ,
Liu v Securities and Exchange Commission ,
SCOTUS ,
Securities and Exchange Commission (SEC)
We are pleased to present our annual year-end update on financial reporting and issuer disclosure enforcement activity for 2019. This White Paper focuses on the U.S. Securities and Exchange Commission's ("SEC") enforcement...more
1/21/2020
/ Administrative Proceedings ,
Annual Reports ,
Auditor Independence ,
Biotechnology ,
Criminal Prosecution ,
Department of Justice (DOJ) ,
Disgorgement ,
Enforcement Actions ,
Fiscal Year ,
Lucia v SEC ,
Proxy Advisory Firms ,
Retail Investors ,
SCOTUS ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Litigation ,
Securities Violations
The Situation: The U.S. Supreme Court has granted certiorari to consider whether the Securities and Exchange Commission ("SEC") has authority to obtain disgorgement in district court actions.
The Significance: The SEC...more
11/11/2019
/ Administrative Authority ,
Certiorari ,
Disgorgement ,
Enforcement Actions ,
Equitable Relief ,
Kokesh v SEC ,
Lack of Authority ,
Liu v Securities and Exchange Commission ,
Penalties ,
Petition for Writ of Certiorari ,
Regulatory Agencies ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Split of Authority ,
Statute of Limitations
We are pleased to present our annual mid-year update on financial reporting and issuer disclosure enforcement activity for 2019. This White Paper primarily focuses on the U.S. Securities and Exchange Commission's enforcement...more
8/6/2019
/ Audits ,
Compliance ,
Corporate Officers ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
EDGAR ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
False Statements ,
Intent to Defraud ,
Internal Controls ,
Investment Banks ,
Lorenzo v SEC ,
Material Dissemination ,
Misleading Statements ,
Publicly-Traded Companies ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations
The dissemination of false or misleading information can give rise to primary liability.
In Lorenzo v. Securities and Exchange Commission, the Supreme Court held that someone who (with intent to defraud) disseminates a...more
4/4/2019
/ Appeals ,
Enforcement Actions ,
False Statements ,
Fines ,
Intent to Defraud ,
Investment Banks ,
Lorenzo v SEC ,
Material Dissemination ,
Misleading Statements ,
Reaffirmation ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Suspensions
On June 18, 2018, the U.S. Supreme Court dismissed Leidos v. Indiana Public Retirement System, a securities case that raised important and unsettled issues about the scope of liability under Section 10(b) of the Securities...more
The U.S. Supreme Court unanimously held in Digital Realty Trust, Inc. v. Somers that whistleblowers must report alleged misconduct to the Securities and Exchange Commission in order to benefit from Dodd-Frank's...more
2/26/2018
/ Anti-Retaliation Provisions ,
Digital Realty Trust Inc v Somers ,
Dodd-Frank ,
Internal Reporting ,
Reporting Requirements ,
Retaliation ,
Sarbanes-Oxley ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Whistleblower Protection Policies ,
Whistleblowers
U.S. tax reform will mean new rules for deducting fines, penalties, and other amounts, including disgorgement, paid to the Securities and Exchange Commission ("SEC").
Currently, Internal Revenue Code section 162(f)...more
On June 5, 2017, in an unanimous ruling in Kokesh v. SEC, No. 16-529, the United States Supreme Court significantly limited the breadth of the Securities and Exchange Commission's primary enforcement tool. The Court held that...more
6/7/2017
/ Civil Monetary Penalty ,
Department of Justice (DOJ) ,
Disgorgement ,
Enforcement Actions ,
Foreign Corrupt Practices Act (FCPA) ,
Kokesh v SEC ,
Punitive Damages ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Statute of Limitations