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Insider Trading Corporate Governance

Womble Bond Dickinson

Can a Whistleblower Derail a Deferred Prosecution Agreement?

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A recent whistleblower suit could impact a company’s deferred prosecution agreement (“DPA”) potentially leading to further investigation by DOJ and additional penalties. A whistleblower suit was recently filed in the New...more

Thomas Fox - Compliance Evangelist

Daily Compliance News: August 1, 2025, The All AI Edition

Welcome to the Daily Compliance News. Each day, Tom Fox, the Voice of Compliance, brings you compliance-related stories to start your day. Sit back, enjoy a cup of morning coffee, and listen in to the Daily Compliance News....more

Bass, Berry & Sims PLC

(Insider) Trading under a Rule 10b5-1 Plan

Bass, Berry & Sims PLC on

In June 2025, Terren Scott Peizer, the former chief executive officer, executive chairman and chairman of the board of directors of Ontrak, Inc. (Ontrak), was sentenced to 42 months imprisonment, ordered to pay a $5.25...more

Cooley LLP

The Life of Former SEC Chair (and Corp Fin Director) Manny Cohen

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Recently, I blogged about the 20 Corp Fin Directors we’ve had at the SEC (we haven’t heard yet who will be the new Corp Fin Director) – and it got me thinking about Manny Cohen, whom many of us don’t know much about since he...more

McGlinchey Stafford

Former CEO Sentenced in Historic Insider Trading Case Under Rule 10b5-1

McGlinchey Stafford on

On June 23, 2025, U.S. District Judge Dale S. Fischer of the Central District of California sentenced a former Chairman and CEO of a behavioral healthcare company to 42 months in federal prison. This conviction represents the...more

White & Case LLP

FCA finds evidence of unusual trading ahead of 38% of takeover announcements

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In its latest annual Market Cleanliness report published yesterday, the Financial Conduct Authority (FCA) has found that 38% of UK takeover targets in 2024 experienced an abnormal increase in their share price in the two days...more

Akerman LLP

First-Ever Prosecution for Sales Under Rule 10b5-1 Trading Plan

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Executive Sentenced to 42 Months in Prison - Company insiders rely upon Rule 10b5-1 trading plans to sell stock pursuant to predetermined trades, allowing them to later trade securities even though they may be in...more

Thomas Fox - Compliance Evangelist

Daily Compliance News: June 20, 2025, The Death of the Business Card Edition

Welcome to the Daily Compliance News. Each day, Tom Fox, the Voice of Compliance, brings you compliance-related stories to start your day. Sit back, enjoy a cup of morning coffee, and listen in to the Daily Compliance News....more

A&O Shearman

Second Circuit Keeps Narrow Scope Of Short-Swing Trading Claims Arising Under Section 16(b)

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On May 23, 2025, in a significant decision with implications for future short-swing trading claims, the United States Court of Appeals for the Second Circuit Court affirmed two district court decisions holding that a...more

Womble Bond Dickinson

Enforcement Priorities and Policy Changes Detailed at SEC Speaks Conference

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The U.S. Securities and Exchange Commission held its annual SEC Speaks conference on May 19 and 20, 2025, in Washington, D.C. On the second day of the conference, the Staff of the Division of Enforcement hosted two panel...more

Cooley LLP

Don’t Forget to Coordinate Your ‘EDGAR Next’ Enrollment for Mutual Insiders!

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We’ve blogged multiple times about how you should prepare to transition to the SEC’s new “EDGAR Next” platform (here’s our latest post). We are now in that transition period where some companies are voluntarily enrolling in...more

Bradley Arant Boult Cummings LLP

SEC Enforcement Leadership Discusses New Priorities and Expectations

On May 20, 2025, as part of the annual “SEC Speaks” program, the leadership of the U.S. Securities and Exchange Commission’s (SEC) Division of Enforcement publicly discussed the enforcement priorities under new Chairman Paul...more

Latham & Watkins LLP

EU Listing Act - Regulatory Divergence Between EU and UK MAR

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Until recently, the UK and EU post-Brexit market abuse regimes remained substantially aligned. However, the passing of the EU Listing Act reforms in 2024 has meant that UK and EU MAR have started to diverge meaningfully for...more

Cooley LLP

Spring Cleaning for Corp Fin’s Rule 10b5-1 CDIs

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Last week, Corp Fin did some spring cleaning in the Rule 10b5-1 area by adding two new CDIs, revising 20 CDIs, and withdrawing three CDIs so they better jibe with the amendments to Rule 10b5-1 in 2022....more

Wilson Sonsini Goodrich & Rosati

Corp Fin Updates CDIs on Rule 10b5-1

On April 25, 2025, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) updated its Compliance and Disclosure Interpretations (CDIs) relating to Rule 10b5-1 by issuing two new CDIs,...more

Cooley LLP

How to Explain Section 16 to a Newbie

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Given the hubbub over the SEC’s new EDGAR Next, I thought it would be useful to provide a FAQ explaining the rationale for Section 16 to a new director or officer who is unfamiliar with the concept....more

Latham & Watkins LLP

Recent Developments for UK PLCs - April 2025

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On 14 March 2025, the FCA published Primary Market Bulletin 54, which raised concerns around the leaking of inside information by individuals at a company or by its advisers on live M&A transactions. The FCA specifically...more

BCLP

UK Corporate Briefing - April 2025

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Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about....more

DLA Piper

Reminders and New Disclosure Requirements for the 2025 Proxy Season

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The proxy statement has become an integral component of a public company’s preparation for its annual meeting of shareholders. The rules and regulations under the Securities and Exchange Act of 1934 (the Exchange Act),...more

Cooley LLP

SEC Now Requires Commission Approval for Subpoenas, but Says It Is Not ‘Walking Away’ From Enforcement

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On March 10, 2025, the US Securities and Exchange Commission (SEC) adopted a final rule that will require a majority of the Commissioners to agree before the SEC formally opens an investigation. For the past 15 years, that...more

BCLP

FCA: Unlawful Disclosure of Inside Information and M&A Transactions

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The FCA has published Primary Market Bulletin (PMB) No 54 outlining its concerns around the unlawful disclosure of inside information during the course of M&A transactions....more

Skadden, Arps, Slate, Meagher & Flom LLP

2025 Annual Meeting Filing and Disclosure Reminders

When finalizing proxy materials for annual shareholder meetings, we recommend that companies consider the recent changes to proxy disclosure requirements and other disclosure trends summarized in our December 11, 2024, client...more

Moore & Van Allen PLLC

“EU Listing Act Introduces Exemptions Allowing Insiders to Trade During Blackout Periods.”

On November 14, 2024, the EU Listing Act (the “Listing Act”) was published in the Official Journal of the European Union. The Listing Act entails a legislative package designed to improve capital markets access and enhance...more

Secretariat

SEC Enforcement Trends for 2025 — Shadow Trading, Artificial Intelligence (AI), and Crypto

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2024 was a pivotal year for SEC enforcement as the Commission significantly ramped up its efforts, filing 583 enforcement actions and obtaining $8.2 billion in financial remedies, a record for the agency....more

Fenwick & West LLP

CLE Takeaways: A Public Company’s Guide to Corporate and Securities Law Developments 2025

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The U.S. Securities and Exchange Commission (SEC) is intensifying its focus on transparency. The agency has its lens trained on insider trading policies, cybersecurity and AI disclosures, and other high-risk enforcement...more

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