News & Analysis as of

Material Nonpublic Information Corporate Counsel

Morrison & Foerster LLP

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

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

Miller Canfield

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

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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

BakerHostetler

Jury Finds Former NFT Marketplace Manager Guilty of 'Insider Trading' Wire Fraud Scheme and Money Laundering

BakerHostetler on

On May 3, 2023, a jury found Nathaniel Chastain, a former manager of OpenSea (a major NFT marketplace), guilty of wire fraud and money laundering in connection with his attempts to conceal his use of confidential business...more

BCLP

Criminal indictment of Executive Chairman and parallel civil charges show Feds' willingness to challenge Rule 10b5-1 trading plans

BCLP on

The Justice Department recently indicted the Executive Chairman of Ontrak, Inc. alleging that he failed the “clean hands” requirement because he had been aware of material nonpublic information relating to the potential loss...more

Cadwalader, Wickersham & Taft LLP

In Depth: SEC Adopts Tougher Trading Rules for Corporate Insiders

On January 13, 2022, the Securities and Exchange Commission (the “SEC”) proposed several rule and form amendments to address potentially abusive practices relating to the use of Rule 10b5-1 plans, grants of options and other...more

Goodwin

SEC Enforcement Against Cheetah Mobile Execs Reflects Heightened Scrutiny of 10b5-1 Plans

Goodwin on

​​​​​​​On September 21, 2022, the U.S. Securities and Exchange Commission (“SEC”) charged the CEO, Sheng Fu, and former president, Ming Xu, of Chinese-based technology company Cheetah Mobile Inc. (“Cheetah Mobile” or the...more

Bracewell LLP

SEC Continues Its Focus on Executive Compensation

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In its latest move to press for stronger regulation of executive compensation, on November 29, 2021, the U.S. Securities and Exchange Commission announced staff accounting guidance on share-based executive compensation awards...more

Wilson Sonsini Goodrich & Rosati

Recent SEC Action Brings Fresh Focus to Material Non-Public Information in the Share Repurchase Context

On October 15, 2020, the Securities and Exchange Commission (SEC) announced the settlement of an internal controls case related to share repurchases by an issuer in possession of material non-public information. This the...more

Foley & Lardner LLP

Foley Governance and Regulatory Alert: Dangers of Chief Compliance Officer Backdating Documents

Foley & Lardner LLP on

The Securities and Exchange Commission (“Commission” or “SEC”) recently instituted settled administrative and cease-and-desist proceedings against a chief compliance officer of a registered investment adviser for record...more

Fenwick & West LLP

SEC Fines Life Sciences Company for Regulation FD Violations

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For the first time in six years, the U.S. Securities and Exchange Commission issued an enforcement action against a company solely for Regulation FD violations. On Aug. 20, the SEC announced that it charged life sciences...more

Proskauer - Corporate Defense and Disputes

Delaware Supreme Court Rejects Presumption of Confidentiality for Books-and-Records Productions

The Delaware Supreme Court yesterday rejected a presumption of confidentiality for documents produced pursuant to books-and-records inspection requests under § 220 of the Delaware General Corporation Law. The decision in...more

Bass, Berry & Sims PLC

SEC Issues Updated Guidance on Cybersecurity Risk Disclosures and Trading on Nonpublic Cybersecurity Information

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On February 21, 2018, the U.S. Securities and Exchange Commission (SEC) issued updates to its interpretive guidance on how public companies should disclose cybersecurity breaches and risks. There are two core messages at...more

K&L Gates LLP

Hedge Funds and Material Nonpublic Information: The Role of Deception, Duty, Breach, Personal Benefit and Knowledge in Creating...

K&L Gates LLP on

The last thing hedge funds need is another wake up call about the risks of liability for trading on the basis of material nonpublic information. But if they did, a July 17 article in the Wall Street Journal would provide it....more

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