Securities Exchange Act, Investors

District Of Oregon Dismisses Class Action Against Nuclear Power Company

A&O Shearman on 6/4/2025

On May 21, 2025, Judge Karin J. Immergut of the United States District Court for the District of Oregon granted a motion to dismiss a proposed securities fraud class action against a nuclear energy company (the “Company”) and...more

Northern District Of California Dismisses Putative Securities Class Action Against Grocery Delivery Company For Failure To...

A&O Shearman on 5/20/2025

On May 9, 2025, Judge Edward J. Davila of the Northern District of California granted a motion to dismiss a purported securities class action against a grocery delivery company (the “Company”), certain of its officers and...more

SEC Announces One Year Delay in Filing Obligations under Rule 13f-2 and Corresponding Form SHO

Foley Hoag LLP on 2/17/2025

On October 13, 2023, the Securities and Exchange Commission (the “SEC”) adopted Rule 13f-2 and related Form SHO pursuant to the Securities Exchange Act of 1934. Rule 13f-2 requires that any party meeting the definition of...more

SEC Staff Adopts Significant New Guidance Affecting Shareholder Proposals and Engagement

Cooley LLP on 2/17/2025

On February 11 and 12, 2025, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) provided a pre-Valentine’s Day treat for public companies and shareholders to digest in the...more

The Ninth Circuit Affirms Dismissal Of Claims Against Hearing Aid Manufacturer Regarding Statements About Insurance Coverage

A&O Shearman on 1/31/2025

On January 10, 2025, the United States Court of Appeals for the Ninth Circuit Court affirmed the dismissal of a putative securities class action brought by a pension plan alleging that a hearing aid manufacturer (the...more

SEC files complaint against Elon Musk alleging violation of Section 13(d)

Cooley LLP on 1/17/2025

On Tuesday, the SEC filed a complaint in the D.C. federal district court alleging that Elon Musk ignored the Section 13(d) beneficial ownership reporting deadline when, in March 2022, he acquired more than 5% of outstanding...more

What’s the Deal? - Rule 10b5-1 Plans

Mayer Brown Free Writings + Perspectives on 1/15/2025

Here’s the deal: • A Rule 10b5‐1 plan is a written securities trading plan that is designed to comply with Rule 10b5‐1(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)....more

Ninth Circuit affirms dismissal under “bright-line rule” regarding SPAC merger

Hogan Lovells on 12/23/2024

In re: CCIV / Lucid Motors Sec. Litig., 110 F.4th 1181 (9th Cir. 2024), the Ninth Circuit affirmed dismissal of a securities fraud class action brought by investors under Sections 10(b) and 20(a) of the Exchange Act and Rule...more

Recent Enforcement Action Serves as Reminder of SEC’s Active Enforcement of Tender Offer Rules

Morrison & Foerster LLP on 10/8/2024

On September 6, 2024, the United States Securities and Exchange Commission (the SEC) charged Esmark Inc. (“Esmark”) and its Founder/Chairman and former CEO James Bouchard under Section 14(e) of the Securities Exchange Act of...more

Recyclable K-Cups: Investors Beware?

Bass, Berry & Sims PLC on 9/16/2024

On September 10, the Securities and Exchange Commission (the Commission or SEC) charged Keurig Dr Pepper Inc. (Keurig) for making inaccurate statements about the recyclability of its K-Cup single-use beverage pods. Without...more

Southern District Of New York Grants Motion To Dismiss Putative Securities Class Action Against Cannabis Company For Failure To...

A&O Shearman on 8/2/2024

On July 17, 2024, Judge Paul A. Engelmayer of the U.S. District Court for the Southern District of New York granted a motion to dismiss a putative securities class action against a cannabis company and three of its officers....more

Fifth Circuit Court of Appeals Vacates SEC's 2022 Rescission of Certain 2020 Amendments to Proxy Rules

Vedder Price on 7/23/2024

On June 26, 2024, the U.S. Court of Appeals for the Fifth Circuit vacated the SEC’s 2022 rescission of certain rule amendments regarding proxy advisory firms, holding that the SEC’s explanation for rescinding the amendments...more

A Guide to the Credit Risk Retention Rules for Securitizations

Morgan Lewis on 7/15/2024

On October 21 and 22, 2014, pursuant to the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the Securities and Exchange Commission (the “SEC”) and various federal...more

FINRA fines securities firm for failing to use an escrow agent

Orrick, Herrington & Sutcliffe LLP on 7/15/2024

Recently, FINRA released its letter of acceptance, waiver, and consent (AWC) against a securities firm for allegedly failing to use an escrow agent to custody customer funds. Among other things, the firm deposited investor...more

SEC Shortening of Securities Transaction Settlement Cycle to Take Effect

Seward & Kissel LLP on 5/30/2024

On February 15, 2023, the Securities and Exchange Commission (the “Commission”) adopted final rule amendments to shorten the standard settlement cycle for securities broker-dealer transactions from two business days after the...more

Binance Ruling Spotlights Muddled Post-Morrison Landscape

WilmerHale on 5/3/2024

The March decision in Williams v. Binance from the U.S. Court of Appeals for the Second Circuit marks the latest chapter in the judiciary's struggle to apply the U.S. Supreme Court's 2010 decision in Morrison v. National...more

SEC Releases Materials on T+1 Settlement Cycle Adoption in Advance of May Compliance Date

Seward & Kissel LLP on 4/19/2024

Who may be interested: Registered-Investment Companies; Investment Advisers; Broker-Dealers - Quick Take: In May 2023, the SEC adopted several Rules and Rule amendments which, among other things, shorten the standard...more

Revised Dealer Rules

Tannenbaum Helpern Syracuse & Hirschtritt LLP on 2/15/2024

On February 6, 2024, the Securities and Exchange Commission (“SEC”) in a 3-2 vote adopted new Rules 3a5‑4 and 3a44‑2 (the “Dealer Rules”) that expand the definition of a “dealer” and a “government securities dealer” under the...more

SEC charges alleged hedge fund with defrauding $1.2 million from investors

Orrick, Herrington & Sutcliffe LLP on 2/12/2024

On February 2, the SEC issued a complaint which charged a company for allegedly raising $1.2 million from 15 investors through an offer and sale of fraudulent securities for a hedge fund....more

Leash the Kraken: SEC Sues Kraken

Seward & Kissel LLP on 11/28/2023

On November 20, 2023, the SEC filed a complaint in the United States District Court for the Northern District of California against Payward, Inc. and Payward Ventures, Inc. which, together, do business as Kraken. The...more

Fifth Circuit Upholds Nasdaq Board Diversity Rule

Vinson & Elkins LLP on 11/7/2023

On October 25, a panel of the Fifth Circuit Court of Appeals (the “Fifth Circuit”) upheld the Nasdaq board diversity rule in the face of challenges that (among other things) the rule attempted to improperly and...more

SEC Adopts Rule Amendments to Modernize Beneficial Ownership Reporting

White & Case LLP on 10/30/2023

On October 10, 2023, the Securities and Exchange Commission ("SEC") adopted amendments to modernize the rules governing beneficial ownership reporting under Sections 13(d) and 13(g)1 of the Securities Exchange Act of 1934...more

SEC Adopts Amendments to the Beneficial Ownership Rules

Jones Day on 10/18/2023

In Short - The Background: On October 10, 2023, the U.S. Securities and Exchange Commission (the "SEC") adopted amendments to the rules that govern beneficial ownership reporting for investors, marking the first update to...more

SEC Adopts Final Rules Amending Beneficial Ownership Reporting Requirements

Wilson Sonsini Goodrich & Rosati on 10/11/2023

On October 10, 2023, the U.S. Securities and Exchange Commission (SEC) announced that it adopted final rules amending beneficial ownership reporting requirements under Sections 13(d) and 13(g) of the Securities Exchange Act...more

Notable Litigation – August 2023

McGuireWoods LLP on 9/13/2023

Notable litigation filed during August 2023 includes: (1) SEC v. Rocha; (2) Legum v. Garfinkel, et al.; and (3) SEC v. Conn. Jr....more

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