On December 14, 2022, the U.S. Securities and Exchange Commission (“SEC”) adopted final rules (1) adding new conditions applicable to Rule 10b5-1 trading plans, (2) requiring disclosure of insider trading policies and...more
12/20/2022
/ 10b5-1 Plans ,
Cooling-Off Rule ,
Disclosure Requirements ,
Disparate Treatment ,
Equity Securities ,
Final Rules ,
Gifts ,
Good Faith ,
Insider Trading ,
Policies and Procedures ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Trading Plans
Effective January 1, 2023, Wisconsin will have a new Uniform Limited Liability Company Law applicable to all Wisconsin limited liability companies (“LLCs”) unless existing LLCs opt out before December 31, 2022, with the...more
On March 30, 2022, the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) proposed new rules and amendments regarding special purpose acquisition companies (“SPACs”), shell companies, and disclosure related...more
4/1/2022
/ Corporate Counsel ,
Disclosure Requirements ,
Initial Public Offering (IPO) ,
Investment Company Act of 1940 ,
Non-GAAP Financial Measures ,
Proposed Amendments ,
Proposed Rules ,
PSLRA ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs)
Sender Primary Liability for Misstatements in PPMs and Prospectuses: Lorenzo v. SEC (No. 17-1077 -- U.S. – 2019).
On March 27th, the Supreme Court issued a 1934 Act Rule 10b-5 opinion that will have implications for...more
4/5/2019
/ Corporate Officers ,
Custody Rule ,
Digital Assets ,
Directors ,
Enforcement Actions ,
Intent to Defraud ,
Investment Funds ,
Janus Capital Group Inc v First Derivative Traders ,
Lorenzo v SEC ,
No-Action Relief ,
Personal Liability ,
Proposed Rules ,
Puerto Rico ,
Retirement Plan ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Fraud
On January 12, 2015, the U.S. Court of Appeals for the Second Circuit held in Stratte-McClure v. Morgan Stanley that a failure to make a required disclosure under Item 303 of Regulation S-K in a Quarterly Report on Form 10-Q...more
3/2/2015
/ Appeals ,
Collateralized Debt Obligations ,
Credit Default Swaps ,
Disclosure Requirements ,
Form 10-Q ,
Morgan Stanley ,
NVIDIA ,
Regulation S-K ,
Rule 10(b) ,
Securities ,
Securities Fraud