On September 10, 2024, the SEC settled charges against Keurig for "incomplete and inaccurate" ESG disclosures about the recyclability of Keurig's K-Cup pods, signaling a continued focus on environmental-related disclosures...more
The SEC has adopted the much-anticipated climate-related disclosure rules, which are more than 900 pages long, two years after they were first proposed. Although the rules will almost certainly face challenges in court that...more
We are pleased to present our latest update on financial reporting and issuer disclosure enforcement activity. This White Paper primarily focuses on the U.S. Securities and Exchange Commission’s (“SEC”) enforcement activity...more
On January 9, 2024, the U.S. Court of Appeals for the Fifth Circuit reversed a 2022 jury verdict for the Commodity Futures Trading Commission ("CFTC") against EOX Holdings LLC and a former broker, Andrew Gizienski, holding...more
In Short -
The Situation: In a December 13, 2023, Open Meeting, the Commodity Futures Trading Commission proposed amendments to the Commission's regulations concerning clearing member funds held by a derivatives clearing...more
The Commodity Futures Trading Commission ("CFTC") has proposed swap reporting and recordkeeping amendments that would: designate a unique product identifier ("UPI") and product classification system ("PCS") for the "other...more
In Short -
The Background: Indemnity clauses are often included in contracts and can be extremely valuable, but they also raise many potential challenges to enforcing them, including state statutes, common law...more
The Background: The CFTC Division of Enforcement ("Enforcement") recently issued an advisory on new enforcement policies that increase the agency's focus on corporate accountability through increasing civil penalties,...more
We are pleased to present our latest update on financial reporting and issuer disclosure enforcement activity. This White Paper primarily focuses on the U.S. Securities and Exchange Commission’s (“SEC”) enforcement activity...more
In Short -
The Situation: The United States Court of Appeals for the Second Circuit recently decertified a class of stockholders who alleged that Goldman Sachs maintained an inflated share price by making...more
8/31/2023
/ Arkansas Teacher Retirement System v Goldman Sachs Group ,
Class Action ,
Class Certification ,
Decertification ,
Disclosure ,
Goldman Sachs ,
Inflated Stock Purchase Price ,
Material Misstatements ,
Misrepresentation ,
New Guidance ,
Presumption of Reliance ,
Retirement ,
SCOTUS ,
Securities Fraud ,
Stock Prices
The SEC's loss highlights a bigger problem with legislation that calls for sharing jurisdiction with the CFTC over financial products....more
This advisory is the latest Commodity Futures Trading Commission ("Commission" or "CFTC") staff action conveying a Commission or staff view that CFTC registrants conducting business in nontraditional ways may need to register...more
In Short -
The Situation: The Commodity Futures Trading Commission ("CFTC") staff have issued—and the Commission is now enforcing—a new interpretation of "swap execution facility" that expands the Commodity Exchange Act's...more
According to the Stanford Law School/Cornerstone Research Securities Class Action Clearinghouse, each year since 2001, with just one exception (2006), investors have filed more than 150 securities fraud class actions in the...more
The U.S. Supreme Court held that courts should consider the generic nature of a misrepresentation when assessing price impact in securities-fraud suits and that defendants bear the burden of persuasion to prove a lack of...more
6/28/2021
/ Arkansas Teacher Retirement System v Goldman Sachs Group ,
Basic v Levinson ,
Burden of Persuasion ,
Burden of Proof ,
Certiorari ,
Class Action ,
Class Certification ,
Conflicts of Interest ,
Goldman Sachs ,
Investors ,
Presumption of Reliance ,
SCOTUS ,
Securities Exchange Act ,
Securities Litigation ,
Shareholders
The Situation: Stockholders sought appraisal—judicial determination of the "fair value" of their stock—in connection with a merger. The Delaware Court of Chancery found that the fair value was equal to the company's...more
The Situation: Directors of a biopharmaceutical company face potential liability where they knew—or should have known—that the company was not complying with regulations governing a matter of critical importance to the...more
The Situation: Directors of Blue Bell Creameries USA, Inc. ("Blue Bell") were sued for breach of fiduciary duty following a lethal listeria outbreak in its ice cream facilities. Applying the duty of oversight first...more
8/8/2019
/ Blue Bell Creameries ,
Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Caremark claim ,
DE Supreme Court ,
Derivative Suit ,
Duty of Loyalty ,
Food Manufacturers ,
Food Safety ,
Listeria ,
Oversight Duties ,
Section 220 Request