Appellate Court Holds That Firms’ Voting Recommendations Are Not “Solicitations” Under Section 14(a) of the Securities Exchange Act of 1934- On July 1, 2025, the U.S. Court of Appeals for the D.C. Circuit issued an...more
On August 25, 2025, the United States Court of Appeals for the Fifth Circuit issued an opinion in National Association of Private Fund Managers v. SEC addressing Securities and Exchange Commission (SEC or the “Commission”)...more
In SEC v. Sripetch, No. 24-3830, 2025 WL 2525848 (9th Cir. Sept. 3, 2025), the United States Court of Appeals for the Ninth Circuit affirmed a $2.25 million disgorgement award obtained by the United States Securities and...more
On September 5, 2025, the Staff of the Division of Trading and Markets of the U.S. Securities and Exchange Commission (“SEC”) granted no-action relief that allows members of the Financial Industry Regulatory Authority, Inc....more
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
Texas Senate Bill 1057, which became effective September 1, 2025, adds new Section 21.373 to the Texas Business Organizations Code (“TBOC”). This new Section of the TBOC creates a framework that governs when and how...more
In Sneed v. Talphera, Inc., 2025 WL 2406424 (9th Cir. Aug. 20, 2025), the United States Court of Appeals for the Ninth Circuit affirmed the dismissal of a securities fraud suit against Talphera, Inc. (formerly AcelRx...more
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
On September 4, 2025, the Securities and Exchange Commission’s spring 2025 rulemaking agenda (the “Agenda”) was made publicly available (see here). Chairman Paul Atkins previewed the Agenda, which widely diverges from the...more
While securities class action filings are on the rise within the First Circuit, the District of Massachusetts continues to apply a high degree of scrutiny to securities fraud allegations, including particularized facts...more
US Securities and Exchange Commission (SEC) filers have until September 15, 2025, to enroll in Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Next. Any filers not enrolled before the deadline will lose the ability...more
The 2025 proxy season marked a turning point in the Securities and Exchange Commission’s (SEC) administration of shareholder proposals. Over the course of the season, the staff of the Division of Corporation Finance (staff)...more
On August 25, the United States Court of Appeals for the Fifth Circuit remanded two rules adopted by the Gensler-era SEC: the Securities Lending Reporting Rule and the Short Interest Reporting Rules (the Rules). While the...more
Most federal private securities litigation is brought under Section 10(b) of the Exchange Act and Section 11 of the Securities Act. These two provisions are responsible for most of the big-ticket securities class actions that...more
On August 13, 2025, the United States Court of Appeals for the Sixth Circuit vacated a district court order granting class certification in a putative securities class action against an electric services company (the...more
On August 20, 2025, the United States Court of Appeals for the Ninth Circuit affirmed the dismissal of a putative class action asserting claims under the Securities Exchange Act of 1934 against a pharmaceutical company and...more
On August 20, 2025, the United States Court of Appeals for the Third Circuit reinstated a class action asserting claims under the Securities Exchange Act of 1934 against a reinsurance company and certain of its executives. In...more
On August 25, 2025, the U.S. Securities and Exchange Commission (SEC) announced a decrease in the fees that public companies and other issuers will be required to pay to register their securities, from $153.10 per million...more
We have published a new resource – the “Guide to the 10-K Clawback Checkboxes” – to help guide you through the statutory and regulatory requirements for the Form 10-K clawback checkboxes....more
On 29 July 2025, the US Securities and Exchange Commission (SEC) approved a proposed rule change to list and trade shares of a multi-crypto asset exchange-traded product (ETP), under NYSE Arca Rule 8.201-E. This marks the...more
The Staff provides the market with additional crypto clarity, holding that liquid staking does not qualify as a security under the Howey test....more
Cornerstone Research recently published its 2025 midyear assessment of securities class action filings. Compared to the second half of 2024, securities class action filings in the first half of 2025 decreased slightly from...more
On August 1, 2025, the Securities and Exchange Commission (“SEC”) announced (here) that it charged a Wisconsin resident and three limited liability companies that he owns and controls – Investors Capital LLC, Global Investors...more
On July 28, 2025, Judge Jessica G. L. Clarke of the United States District Court for the Southern District of New York denied a motion for judgment on the pleadings to dismiss a claim under Section 20(a) of the Securities...more
On July 30, 2025, Judge Brian R. Martinotti of the United States District Court of the District of New Jersey granted a motion to dismiss a putative securities fraud class action against a drug manufacturing company (the...more