News & Analysis as of

Insider Trading Mergers

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

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

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

Morrison & Foerster LLP

When Your Life Sciences Are on the Line: Securities Enforcement

Morrison Foerster partners Kate Driscoll and Nate Mendell, both former federal prosecutors and members of the firm’s Investigations + White Collar Defense Group, hosted the eighth episode of When Your Life Sciences Are on the...more

King & Spalding

When Mentors and Loved Ones Are Dangerous: Avoid Insider Trading Charges with a 2025 New Year's Resolution

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It happens all the time: a public company employee seeks career advice from a mentor, spouse, or friend with whom they have a longstanding relationship of trust and confidence. It could be part of a regular check-in, or it...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - October 2024

Ninth Circuit Affirms Dismissal of Insider Trading Claims Against Satellite Operator Investors Based on Stock Sales After FCC Chairman Vote - In re Silver Lake Grp., LLC Sec. Litig. (9th Cir. July 24, 2024) What to...more

White & Case LLP

“Novel” or Not: the SEC and DOJ’s Expansion of Insider Trading to “Shadow Trading” and 10b5-1 Plans Survive Their Days in Court

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On April 5, 2024, the U.S. Securities and Exchange Commission ("SEC") won a jury verdict in its first "shadow trading" insider trading action. Only a few weeks before this verdict, a court denied a motion to dismiss a...more

Proskauer - Corporate Defense and Disputes

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”) about a different company. The...more

WilmerHale

FCA Highlights Risks Posed to Firms by Organised Crime Groups (OCG) and How Firms Can Mitigate These

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Combatting financial crime continues to be a key supervisory and enforcement priority for the FCA. The importance of this area was reiterated by the FCA’s February 2024 newsletter - Market Watch 77 - which sets out...more

Carlton Fields

Tippee Liability If the Tipper Is Not Guilty? The Fluid Boundaries of Insider Trading

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Though “insider trading” has long been recognized as an illegal and abusive way to cheat in the securities trading game, new potential forms of this activity have recently emerged. ...more

WilmerHale

2023 IPO Report

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US Market Review and Outlook - Stubbornly high inflation, rising interest rates and the lingering effects of the COVID-19 pandemic, combined with geopolitical tensions and concerns about the global economic outlook,...more

Proskauer - Corporate Defense and Disputes

Fourth Circuit Reverses Mid-Trial Grant of Judgment Against SEC in Insider-Trading Case

On February 23, the U.S. Court of Appeals for the Fourth Circuit reversed a mid-trial grant of judgment as a matter of law against the Securities and Exchange Commission in a jury trial for insider trading. The decision in...more

ArentFox Schiff

Investigation Newsletter: Eli Lilly Accused of Defrauding Government in $60 Million Qui Tam Suit

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Eli Lilly Accused of Defrauding Government in $60 Million Qui Tam Suit - In a qui tam suit alleging that Eli Lilly and Co. (“Eli Lilly”) violated the False Claims Act, a whistleblower contended that Eli Lilly defrauded...more

Holland & Knight LLP

SEC Continues Use of Data Analytics to Aid Enforcement Investigations

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The U.S. Securities and Exchange Commission (SEC) charged nine individuals with insider trading in three separate actions on July 25, 2022, alleging the misconduct resulted in ill-gotten gains totaling more than $6.8 million....more

Woodruff Sawyer

Shadow Trading: The SEC’s New Angle on Illegal Insider Trading

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Everyone knows that employees cannot buy or sell securities while in possession of material nonpublic information. However, when we think about material non-public information, we usually think in terms of information...more

Goodwin

Northern District of California Validates SEC’s “Shadow Trading” Theory of Insider Trading Liability

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Northern District of California Validates SEC’s “Shadow Trading” Theory of Insider Trading Liability; Seventh Circuit Reverses Dismissal of Stockholder Derivative Suit Against Boeing Based on Forum-Selection Bylaw; Delaware...more

ArentFox Schiff

Court Approves Novel "Shadow Trading" Theory in SEC Insider-Trading Case

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On January 14, 2022, a federal court in the Northern District of California endorsed the SEC's novel "shadow trading" theory of insider trading. In SEC v. Panuwat, No. 3:21-cv-06322-WHO (N.D. Cal. Jan. 14, 2022), the Court...more

Holland & Knight LLP

"Shadow Trading" Case Survives Defendant's Motion to Dismiss

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The U.S. District Court for the Northern District of California in SEC v. Panuwat, a case we discussed in a previous blog as having significant repercussions for insider trading enforcement in fiscal year (FY) 2022, just...more

A&O Shearman

California District Court Allows Novel SEC Insider Trading Theory To Proceed

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On January 14, 2022, Judge William Orrick of the United States District Court for the Northern District of California issued an order denying a former biopharmaceutical company executive’s motion to dismiss and allowing the...more

White & Case LLP

SEC Extends the Misappropriation Theory of Insider Trading Beyond Targets of Acquisitions to Companies “Economically Linked” to...

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In a landmark action, the US Securities and Exchange Commission ("SEC") filed a complaint alleging insider trading that expands the potential reach of insider trading law. On August 17, 2021, the SEC charged a former employee...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between July and October 2020. Class Certification - Cryptocurrency – Definition of a Security - Derivative...more

King & Spalding

Tokyo Dispute Resolution & Crisis Management Newsletter – June 2020 - Quarantine Your Sensitive Business Information

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INTRODUCTION - If you are reading this during the first half of 2020, you’re probably reading it from somewhere in your own home — and probably near the friends and loved ones with whom you’re living in close quarters...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - September 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May and August 2019....more

Allen Matkins

Friendship Formed In Middle School Yields Duty of Trust And Confidence

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In U.S. v. O'Hagan, 521 U.S. 642 (1997), the United States Supreme Court held that that a person who misappropriates material nonpublic information from the source of the information may be guilty of insider trading even...more

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