News & Analysis as of

Securities and Exchange Commission (SEC) Omissions Securities Act of 1933

Carlton Fields

Pushing Back on SEC Disclosure Comments: Is Too Much Harmony Dangerous?

Carlton Fields on

If a registrant agrees to make a disclosure change requested by its SEC staff reviewer, should the registrant’s response letter nevertheless include a disclaimer to the effect that the registrant does not (or does not...more

A&O Shearman

Northern District Of Texas Dismisses Putative Securities Class Action For Failure To Establish Standing

A&O Shearman on

On October 24, 2024, Judge Jane J. Boyle of the United States District Court for the Northern District of Texas dismissed a putative securities class action alleging that a bond issuer (the “Company”) and certain of its...more

Seyfarth Shaw LLP

Supreme Court Narrows Securities Fraud Exposure

Seyfarth Shaw LLP on

The Supreme Court recently took away an often-used weapon by shareholder plaintiffs in securities fraud cases, ruling that “pure omissions” from periodic SEC filings (absent any other duty to disclose) are not actionable...more

White & Case LLP

The SEC’s Charges Against SolarWinds and its Chief Information Security Officer Provide Important Cybersecurity Lessons for Public...

White & Case LLP on

On October 30, 2023, the US Securities and Exchange Commission ("SEC") announced that it filed charges against SolarWinds Corp. ("SolarWinds" or the "Company") and its Chief Information Security Officer ("CISO") in connection...more

Freiberger Haber LLP

Securities Act Claims Dismissed as Time-Barred and Otherwise Insufficient

Freiberger Haber LLP on

On March 20, 2018, the United States Supreme Court decided Cyan, Inc. v. Beaver County Employees Retirement Fund, in which it unanimously held that the Securities Litigation Uniform Standards Act of 1998 does not strip state...more

Wilson Sonsini Goodrich & Rosati

U.S. Supreme Court Rejects Ninth Circuit Expansion of Section 11 Standing

On June 1, 2023, the U.S. Supreme Court issued its decision in Slack Technologies, LLC v. Pirani vacating a Ninth Circuit decision2 that had extended the scope of Section 11 of the Securities Act of 1933, which provides a...more

Proskauer - Corporate Defense and Disputes

Supreme Court Requires Traceability for Securities Act Claims Arising from Direct Listings

The U.S. Supreme Court held that purchasers of shares sold to the public through a direct listing cannot sue under Section 11 of the Securities Act of 1933 unless they can trace their shares to an allegedly defective...more

A&O Shearman

District Of Connecticut, On Remand, Denies Motion To Dismiss Putative Class Action Against Consumer Financial Services Company

A&O Shearman on

On February 11, 2022, the United States District Court for the District of Connecticut denied a motion to dismiss a putative securities class action asserting claims under the Securities Exchange Act of 1934 (“Exchange Act”)...more

A&O Shearman

Company Acquired By SPAC Agrees To Pay $125 Million To Settle SEC Probe Months After CEO Was Charged With Fraud

A&O Shearman on

On December 21, 2021, the Securities and Exchange Commission (SEC) announced that Nikola Corporation—a publicly traded company that develops, manufactures, and sells electric trucks—had agreed to a $125 million settlement...more

Goodwin

Delaware Court of Chancery Finds that Director’s Email on Outside Email System Remains Confidential

Goodwin on

Delaware Court of Chancery Finds that Director’s Email on Outside Email System Remains Confidential; Delaware Supreme Court Overrules Longstanding Precedent Regarding Derivative Versus Direct Standing; SEC Files Crowdfunding...more

Oberheiden P.C.

The SEC Investigation Process: An Overview

Oberheiden P.C. on

The U.S. Securities and Exchange Commission (SEC) investigates companies, brokerage firms, and individuals for a broad range of statutory and regulatory violations. These investigations can lead to civil or administrative...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

Latham & Watkins LLP

Liability Under the Federal Securities Laws for Media Personalities

Latham & Watkins LLP on

How statements in both traditional and new media outlets may catch the SEC’s attention. From music moguls and sports icons promoting cryptocurrencies and digital tokens,1 to reality television stars bringing down the price...more

Bass, Berry & Sims PLC

Chris Lazarini Discusses Ruling of Summary Judgment on Issue of Scienter

Bass, Berry & Sims PLC on

Bass, Berry & Sims attorney Chris Lazarini discussed a case brought by the SEC against an individual broker accused of violations of Section 17(A) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act...more

Bass, Berry & Sims PLC

Chris Lazarini Discusses Burden of Materiality under Section 11 and 12 of Securities Act

Bass, Berry & Sims PLC on

Bass, Berry & Sims attorney Chris Lazarini discussed the class action suit brought against Party City alleging the company failed to disclose material facts in SEC documents when it did not discuss the impact the decline in...more

Dorsey & Whitney LLP

SEC Files Another In A Series of Actions Tied to Secret Commissions

Dorsey & Whitney LLP on

The Commission brought another in a series of actions centered on ConvergEx Execution Solutions LLC and its affiliates. As with the prior actions, this one centered on secretly adding substantial commissions to transactions...more

Eversheds Sutherland (US) LLP

SEC Announces First Charges Against Underwriters under MCDC Initiative

On June 18, the U.S. Securities and Exchange Commission (SEC) announced enforcement actions against 36 municipal bond underwriters, the first enforcement actions against underwriters brought by the SEC under the...more

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