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Fifth Circuit Flags False Start in Challenge to SEC Gag Rule

In January 2024, the SEC denied New Civil Liberties Alliance’s petition to halt so-called gag orders. The SEC has a procedural rule that requires it to impose these orders on individuals and companies settling with the SEC on...more

Supreme Court Clarifies That No Private Cause of Action Exists Under Rule 10b-5 for Pure Omissions, Only Uncorrected Half-Truths

On April 12, 2024, the U.S. Supreme Court issued its opinion in Macquarie Infrastructure Corp. v. Moab Partners, L.P., resolving a circuit split among the Second, Third, and Ninth Circuits over whether plaintiffs could pursue...more

Best Practices for Officers, Directors, and Advisers Navigating Fiduciary Challenges Amid Economic Uncertainty

Amid heightened inquiries from boards and board advisers within the private sector, a prevalent concern arises concerning fiduciary duties that may surface when debt covenants are triggered, when expenses are projected to...more

Second Circuit Clarifies Limitations of Fraud on Market Theory

In a three-ring circus — where the first is the motion to dismiss, the second is class certification, and the third is summary judgment — the Second Circuit Court of Appeals has introduced a new act in the second ring for...more

Juggling Act: SEC Fines Three Employers for Potentially Discouraging Whistleblowers

The SEC has continued its enforcement against employers — including privately held companies — that have provisions in their agreements or policies that could potentially discourage whistleblowing or communications with...more

Supreme Court Plays Its Cards on Constitutionality of SEC In-House Court Actions

The U.S. Supreme Court’s June 2023 decision to grant certiorari in SEC v. Jarkesy called into question the SEC’s ability to pursue penalties and other legal remedies before the SEC’s in-house administrative law judges. If...more

Eleventh Circuit Affirms Dismissal of Securities Fraud Class Action for Failure to Plead Corporate Scienter in Alleged Fraudulent...

The Eleventh Circuit Court of Appeals recently affirmed the dismissal of a purported securities fraud class action, because lower-level corporate officials with knowledge of an alleged fraudulent sales scheme were not...more

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