On July 16, 2025, the US District Court for the Eastern District of New York dismissed a scheme liability claim in an enforcement action brought by the US Securities and Exchange Commission (SEC) against a company’s former...more
A recent SEC order found that two executives of Cheetah Mobile Inc. engaged in illegal insider trading when selling shares under a purported 10b5-1 trading plan. The SEC found that they established the plan after learning of...more
The SEC recently announced the filing of a settled action against Bernard L. Compton, a former Domino's Pizza executive accused of insider trading. The case, though somewhat typical in its facts, highlights two of the SEC's...more
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
The SEC Speaks conference held in Washington, D.C., on April 8-9, 2019 offered perspectives from the current Securities and Exchange Commission Chairman, Commissioners, Division Directors, and Staff about the current...more
Sender Primary Liability for Misstatements in PPMs and Prospectuses: Lorenzo v. SEC (No. 17-1077 -- U.S. – 2019). On March 27th, the Supreme Court issued a 1934 Act Rule 10b-5 opinion that will have implications for...more
On March 27, 2019, the U.S. Supreme Court issued its decision in Lorenzo v. SEC,[i] affirming the expansive view of the U.S. Securities and Exchange Commission (“SEC” or “Commission”) that, under the right circumstances,...more
Highly anticipated opinion extends primary liability for securities fraud beyond the “maker” of false statements. Key Points: ..The Court held that a defendant’s act of sending emails drafted by another, that the...more
In a 6 to 2 opinion Wednesday, the U.S. Supreme Court declined to extend its holding in Janus Capital Grp., Inc. v. First Derivative Traders, 564 U.S. 135 (2011) beyond Exchange Act Rule 10b-5(b), and held that a person who...more
Earlier this week, in Lorenzo v. SEC, the US Supreme Court held – by a 6-2 vote – that a person who disseminates false statements with the requisite intent (state of mind) can be found liable for a violation of Rule 10b–5(b),...more
On March 27, 2019, the Supreme Court of the United States issued its decision in Lorenzo v. Securities and Exchange Commission, 587 U.S. ___ (2019) curtailing any meaningful distinction between liability of a statement maker...more