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Second Circuit Provides Guidance on Delegation of Beneficial Ownership in Short-Swing Trading Case Brought Under Section 16 of the...

In a recent precedential decision, the 2nd Circuit held that funds could delegate beneficial ownership to their investment managers, thereby eliminating the funds’ disgorgement liability under Section 16(b) of the Securities...more

SEC Approves Changes to Eligibility Requirements for Submitting Shareholder Proposals

The Securities and Exchange Commission (SEC) in a 3-2 vote on Wednesday, September 23, 2020, adopted amendments to the eligibility requirements for submitting shareholder proposals to be included in a public company issuer’s...more

Second Circuit Holds Section 16 Plaintiff Needs to Identify an Issuer-Specific Agreement to Establish Creation of a Group Among...

- The 2nd Circuit has affirmed two lower court decisions dismissing complaints alleging violations of Section 16(b) of the Securities Exchange Act. In so holding, the 2nd Circuit ruled that an investment advisor’s client does...more

Bill Targeting Activist Fund Tactics Introduced by Prominent Democratic Senators

On March 17, 2016, Sen. Baldwin and her co-sponsors, Sens. Merkley, Sanders and Warren, introduced S.2720, the Brokaw Act (the “Bill”) to target activist hedge funds and their tactics. In particular, it would amend Section 13...more

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