False Claims Act Insights - If Everything Matters, Nothing Does: Parsing Materiality in FCA Disputes
Podcast: Non-binding Guidance: SEC Disclosure Issues for Life Sciences Companies
Life Sciences Quarterly (Q3 2019): SEC Enforcement and Class Actions Regarding FDA Communications
All breaches are not created equal. A minor, technical breach may be deemed “immaterial.” Other breaches – so-called “material” breaches — deprive the non-breaching party of something important or essential to the purpose of...more
Indemnification is a key component in virtually every M&A deal, serving as a detailed and nuanced contractual risk allocation device between the Buyer and Seller. Though drafted in a two-way fashion, indemnity operates in the...more
To prove a False Claim under the False Claims Act (FCA), the government or relator must establish three elements: 1.Falsity; - 2.Knowledge; and - 3.Materiality. In this blog post, we will explore the Falsity element. ...more
On September 25, 2024, Judge Orelia E. Merchant of the United States District Court for the Eastern District of New York granted in part and denied in part a motion to dismiss a putative securities class action against an...more
Teneo Insights recently published its fourth annual “State of U.S. Sustainability Reports,” which analyzes 250 sustainability reports from S&P 500 companies published this year through July 30, seeking to understand how...more
Over the past 15+ years covered by the ABA studies, materiality scrapes have morphed from being a somewhat uncommon provision, seen in about 14% of transactions in 2005, to something near-ubiquitous in M&A purchase...more
Stay on top of ever-evolving ESG requirements and emerging trends - With the SEC’s newly issued rules surrounding ESG disclosures and the continued growth of regulations rolling out in the EU, Canada, Asia and elsewhere...more
Host Jonathan Porter welcomes Husch Blackwell attorney Kip Randall to the podcast to discuss the beguiling notion of materiality in the context of False Claims Act litigation. Kip and Jonathan draw from case law to illustrate...more
Properly pleading inequitable conduct claims is a challenge, a challenge that can be met with early due diligence and attention to detail in your pleading....more
The U.S. District Court for the Southern District of New York on July 18, 2024, dismissed most of the SEC's landmark cyber enforcement litigation against SolarWinds Corp. (SolarWinds or the Company) and the Company's Chief...more
Violations of the federal Anti-Kickback Statute (the “AKS”) have long served as a basis for liability under the federal False Claims Act (the “FCA”). Recently, however, there has been increasing uncertainty regarding how far...more
The SEC has been aggressively pursuing cybersecurity investigations and enforcement actions against public companies and foreign private issuers. In these actions, the SEC often alleges one of two theories: 1) that the...more
On June 24, 2024, the SEC released five new CDIs on Material Cybersecurity Incidents. Please see a high-level summary below...more
On June 24, 2024, the SEC’s Division of Corporation Finance published five additional interpretations (CDIs) addressing the effect of ransomware payments on the obligation of companies to report material cybersecurity...more
Last month, the Securities and Exchange Commission (SEC) reemphasized just how serious companies must be about maintaining a vigilant cybersecurity posture and procedures to report cyber incidents in a timely manner....more
This guidance aims to support the preparation and analysis of reports using the European Sustainability Reporting Standards. On 31 May 2024, EFRAG published the first three Implementation Guidance (IG) documents relating...more
As discussed in our September 1, 2021 post, the SEC brought its first “shadow insider trading” case against Matthew Panuwat, a company employee who purchased options in a competitor’s shares shortly after learning his...more
Earlier this month, 38 Congressional Democrats (10 Senators; 28 Representatives) sent a letter to Chairman Gary Gensler of the Securities & Exchange Commission (SEC), urging the SEC to robustly enforce its existing rules and...more
On May 31, 2024, Judge Julie S. Sneed of the United States District Court for the Middle District of Florida granted a motion to dismiss a putative securities class action against an autonomous vehicle technology company (the...more
The federal government awards billions of dollars each year in sponsored research funding to institutions of higher education, academic research institutions, non-profit organizations, and companies—making federal grants an...more
On May 21, 2024, Erik Gerding, director of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC), issued a statement with clarifying guidance on cybersecurity incident disclosure under Item...more
On May 21, 2024, the Director of the SEC’s Division of Corporation Finance issued a statement providing guidance on the use of Item 1.05 of Form 8-K to disclose cybersecurity incidents....more
The U.S. Securities and Exchange Commission's (SEC) Division of Corporation Finance Director Erik Gerding released a statement on May 21, 2024, addressing Disclosure of Cybersecurity Incidents Determined to be Material and...more
On May 21, 2024, Erik Gerding, Director of the SEC’s Division of Corporation Finance, issued a statement regarding the disclosure of cybersecurity incidents on Form 8-K. In his statement, Director Gerding encourages companies...more
The CSSF has issued a new circular (Circular 24/856) aiming to protect investors in the event of certain errors and breaches. Circular 24/856 will enter into force on 1 January 2025 and will repeal circular 02/77....more