News & Analysis as of

Securities and Exchange Commission (SEC) Misrepresentation Rule 10b-5

Freiberger Haber LLP

Enforcement News: Affinity Fraud and Ponzi Schemes in the News Again

Freiberger Haber LLP on

Ponzi schemes and affinity fraud frequently overlap because both exploit trust and social interactions to operate effectively. A Ponzi scheme relies on a continuous stream of new investors to pay returns to earlier...more

BCLP

The Supreme Court Considers Item 303 Violations as Basis for Securities Fraud Claims

BCLP on

Corporate executives know they must disclose in their companies’ financial statements trends or uncertainties affecting their business. Such disclosure is a requirement of Item 303 of SEC Regulation S-K....more

Goodwin

SEC Sues and Settles Claim Against Investment Adviser Representative For “Cherry-Picking Scheme” After Entry of Cease and Desist...

Goodwin on

​​​​​​​On September 13, 2022, the U.S. Securities and Exchange Commission (“SEC”) announced a settlement with investment advisory firm Buckman Advisory Group LLC (“Buckman Advisory”) and its CEO Harry Buckman Jr. to settle...more

A&O Shearman

Tenth Circuit Panel Revives Putative Class Action Against Online Education Company

A&O Shearman on

On August 23, 2022, the United States Court of Appeals for the Tenth Circuit unanimously reversed the dismissal of a putative securities class action against an online education company (the “Company”), alleging violations of...more

Holland & Knight LLP

Assessing Impact of Second Circuit's Rio Tinto Decision on Scheme Liability

Holland & Knight LLP on

When it comes to the federal securities laws, clear answers can occasionally be hard to find. There may be no better example than the question around the overlap of the "misstatement liability" and "scheme liability"...more

Goodwin

SEC Charges SPAC, Sponsor, Target, and CEO Over Misleading Proposed de-SPAC Transaction Disclosures

Goodwin on

On July 13, 2021, the U.S. Securities and Exchange Commission announced charges against special purpose acquisition corporation Stable Road Acquisition Company, its sponsor SRC-NI, its CEO Brian Kabot, the SPAC’s proposed...more

A&O Shearman

Fifth Circuit Affirms Dismissal Of Putative Class Action, Holding That Grant Of Employee Stock Option Did Not Constitute A Sale,...

A&O Shearman on

On May 24, 2019, the United States Court of Appeals for the Fifth Circuit affirmed in a unanimous decision the dismissal of a putative securities class action against a major financial services company and several of its...more

Fenwick & West LLP

SEC and DOJ Charge Former Executives of Private Company for Misrepresenting the Company’s Technology - A Reminder that Private...

Fenwick & West LLP on

In a case reminiscent of last year’s blockbuster government actions against Theranos and its former executives, the U.S. Department of Justice and the U.S. Securities and Exchange Commission have separately charged two former...more

Allen Matkins

Is It Deceptive To Lie To A Machine?

Allen Matkins on

John Jenkins at TheCorporateCounsel.net writes this morning about the Securities and Exchange Commission's announcement that it has filed a civil complaint against nine defendants for hacking the EDGAR system. The SEC's...more

A&O Shearman

Supreme Court Hears Argument On "Scheme Liability" Under Section 10(b) And Rule 10b-5

A&O Shearman on

On December 3, 2018, the Supreme Court heard argument on an appeal in a case where a divided panel of the D.C. Circuit held that a defendant who did not “make” a misstatement within the meaning of Janus Capital Group v. First...more

Katten Muchin Rosenman LLP

Securities Fraud Claims Against CommScope Dismissed

The US District Court for the Western District of North Carolina dismissed a shareholder securities fraud claim against CommScope, Inc. and its officers, holding that the company’s alleged misrepresentations constituted...more

Sheppard Mullin Richter & Hampton LLP

Second Circuit Holds that Allegations of Direct Fraudulent Representations Are Necessary for Market Manipulation Claims Under...

In Fezzani v. Bear, Stearns & Co., Inc., No. 09-4414-cv, 2013 WL 1876534 (2d Cir. May 7, 2013), a 2-1 majority of a panel of the United States Court of Appeals for the Second Circuit held that plaintiffs’ failure to plead...more

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