Securities Exchange Act, Corporate Counsel

Former CEO Sentenced in Historic Insider Trading Case Under Rule 10b5-1

McGlinchey Stafford on 7/10/2025

On June 23, 2025, U.S. District Judge Dale S. Fischer of the Central District of California sentenced a former Chairman and CEO of a behavioral healthcare company to 42 months in federal prison. This conviction represents the...more

U.S. Supreme Court Changes Its Mind, Will Not Decide Facebook Dispute Concerning Public Companies’ Risk-Factor Disclosures

BCLP on 11/27/2024

After hearing argument earlier this month in a widely followed securities law case concerning risk-factor disclosures of public companies, the U.S. Supreme Court last week decided it should not have agreed to hear the case...more

Freight Accounting Fumble Leads to SEC Fine: UPS Penalized for Not Booking Known Impairment to Goodwill

Vinson & Elkins LLP on 11/27/2024

The Securities and Exchange Commission (SEC) recently announced that United Parcel Service Inc. (UPS) has agreed to pay a $45 million penalty for materially misrepresenting its earnings by improperly valuing its UPS Freight...more

SEC Takes Action Against Keurig for Allegedly Incomplete Disclosures Regarding Recyclability of K-Cups

WilmerHale on 9/12/2024

While the Securities and Exchange Commission’s (SEC) new climate-related disclosure rules remain stayed, the SEC has not abandoned its focus on sustainability-related issues. On September 10, 2024, the SEC charged Keurig Dr...more

Cybersecurity After SolarWinds: Practical Guidance for CISOs Under the New Rules

Akin Gump Strauss Hauer & Feld LLP on 8/19/2024

Judge Engelmayer’s 107-page dismissal of most of the U.S. Securities and Exchange Commission (SEC)’s claims against SolarWinds provides valuable guidance, and some comfort, for public companies and Chief Information Security...more

Top 5 SEC Enforcement Developments for June 2024

Morrison & Foerster LLP on 7/16/2024

Each month, we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The Supreme Court’s Jarkesy decision and its impact on the...more

Takeaways for In-House Counsel from DOJ’s First Insider Trading Trial Involving a Rule 10b5-1 Plan

Morrison & Foerster LLP on 6/28/2024

On June 21, 2024, a jury in California federal court found a former chief executive officer of a publicly traded healthcare company guilty of insider trading in United States v. Peizer, the first criminal insider-trading case...more

Ninth Circuit Affirms Dismissal of Securities Fraud Claims, Rejects Allegations as Nothing More Than ‘Interesting Reading’

Cooley LLP on 5/31/2024

A recent decision of the US Court of Appeals for the Ninth Circuit highlights the “heightened and demanding standard” required to plead securities fraud under the Private Securities Litigation Reform Act (PSLRA). In affirming...more

Top 5 SEC Enforcement Developments for April 2024

Morrison & Foerster LLP on 5/21/2024

Each month, we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The SEC’s first “Shadow Trading” trial; •SCOTUS’s...more

Takeaways for In-House Counsel from the SEC’s “Shadow Insider Trading” Trial

Morrison & Foerster LLP on 4/17/2024

On April 5, 2024, a jury in California federal court found a former corporate executive liable for insider trading in SEC v. Panuwat, a novel enforcement action involving a theory known as “shadow trading.” In Panuwat, the...more

Top 5 SEC Enforcement Developments for February 2024

Morrison & Foerster LLP on 3/26/2024

Each month we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The SEC’s expanded definition of securities dealers; - •An...more

Redefining Insider Trading: The SEC's Groundbreaking Theory in the Panuwat Case

Miller Canfield on 2/29/2024

In SEC v Panuwat, a federal jury in California will hear a novel insider trading theory that the court has allowed to proceed to trial. In Panuwat, the SEC says it is unlawful for an individual to purchase securities of a...more

Top 5 SEC Enforcement Developments for January 2024

Morrison & Foerster LLP on 2/27/2024

Each month we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The SEC’s approval of spot bitcoin ETPs; - •SEC charges...more

Top 10 International Anti-Corruption Developments for November 2023

Morrison & Foerster LLP on 12/19/2023

Designed for busy in-house counsel, compliance professionals, and anti-corruption lawyers, this newsletter summarizes some of the most important international anti-corruption law and enforcement developments from the past...more

Employment Agreements in The SEC’s Cross-Hairs: What Employers Should Do Now

BCLP on 12/18/2023

Over the past several months, the U.S. Securities and Exchange Commission (“SEC”) has concluded several aggressive enforcement actions related to supposed violations of Rule 21F-17 under the Securities Exchange Act of 1934,...more

Top 5 SEC Developments (November 2023)

Morrison & Foerster LLP on 12/18/2023

Each month, we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: • The SEC’s announcement of its Fiscal Year 2023 enforcement...more

SEC v. Govil: Circuit Split Creates Uncertainty - and Opportunity - for Defendants in Enforcement Actions

Venable LLP on 11/17/2023

In SEC v. Govil, No. 22-1658, 2023 WL 7137291 (2d Cir. Oct. 31, 2023), the United States Court of Appeals for the Second Circuit made clear that, in the Second Circuit, the disgorgement remedy available to the SEC pursuant to...more

December 1 Deadline Nears for Adoption of Clawback Policies

Venable LLP on 11/16/2023

Companies that are listed on the Nasdaq Stock Market or the New York Stock Exchange are required to adopt a clawback policy that provides for the recovery from any current or former executive officers of incentive-based...more

Fifth Circuit Court of Appeals Rejects Challenge to Nasdaq’s Board-Diversity Rules

Proskauer - Corporate Defense and Disputes on 10/20/2023

The U.S. Court of Appeals for the Fifth Circuit denied review of the Securities and Exchange Commission’s approval of proposed rules promulgated by the Nasdaq Stock Market concerning the diversity of directors on...more

Top 5 SEC Developments for July 2023

Morrison & Foerster LLP on 8/15/2023

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. This...more

Ninth Circuit Upholds Delaware Forum-Selection Clause, Dismisses Federal Derivative Action

Cooley LLP on 6/12/2023

On June 1, 2023, the US Court of Appeals for the Ninth Circuit held in a split en banc decision that forum-selection clauses requiring shareholders to file derivative claims in the Delaware Court of Chancery are enforceable...more

Supreme Court Deals Latest Setback to Government’s Use of ALJs in Consolidated Axon Enterprise v. FTC and SEC v. Cochran Decision

Morrison & Foerster LLP on 4/20/2023

In a setback to the SEC’s and other federal agencies’ use of administrative law judges (“ALJs”) to conduct in-house enforcement proceedings, the U.S. Supreme Court recently issued a unanimous decision in Axon Enterprise, Inc....more

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