On August 26, 2024, the Securities and Exchange Commission (SEC) announced an order against a registered investment adviser, Sound Point Capital Management, LP, for its failure to “establish, maintain, and enforce written...more
This month the SEC secured a jury trial victory in its much-discussed “shadow trading” case in SEC v. Panuwat. As we have described in a prior alert, the term “shadow trading” has been used to refer to trading in the...more
On December 27, 2022—nearly 18 months after hearing oral arguments—the Second Circuit issued its new opinion in United States v. Blaszczak, an important insider trading case involving the misappropriation of confidential...more
1/27/2023
/ Confidential Information ,
Fiduciary Duty ,
Government Property ,
Illegal Tipping ,
Insider Trading ,
Material Nonpublic Information ,
Non-Public Information ,
Personal Benefit ,
Rule 10b-5 ,
Securities Exchange Act ,
Securities Fraud ,
Securities Violations
In December 2022, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 10b5-1, the rule that provides an affirmative defense to claims of insider trading for persons acquiring or disposing of...more
12/30/2022
/ 10b5-1 Plans ,
Affirmative Defenses ,
Amended Regulation ,
Corporate Governance ,
Disclosure Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Publicly-Traded Companies ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
The Securities and Exchange Commission’s (SEC or Commission) actions in 2021 demonstrate that insider trading remains a key enforcement priority. While the absolute number of insider trading enforcement actions brought by the...more
12/28/2021
/ 10b5-1 Plans ,
Affirmative Defenses ,
Corporate Governance ,
Dark Web ,
Enforcement Actions ,
Enforcement Priorities ,
Fraud ,
Insider Trading ,
Internal Controls ,
Market Participants ,
Material Nonpublic Information ,
Proposed Amendments ,
Proposed Legislation ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Securities Violations ,
Share Price
In June 2021, Chairman Gary Gensler of the Securities and Exchange Commission (SEC) expressed the view that it was time to “freshen up” Exchange Act Rule 10b5-1 - the rule that provides an affirmative defense to claims of...more
12/28/2021
/ 10b5-1 Plans ,
Disclosure Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions ,
Trading Policies
In the face of volatile markets and a global pandemic, an old capital markets vehicle has been taking the markets by storm: special purpose acquisition companies (SPACs). Although SPACs have been around for many years, the...more
4/5/2021
/ Acquisitions ,
Corporate Financing ,
Corporate Governance ,
Enforcement ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Sponsors ,
Initial Public Offering (IPO) ,
Material Nonpublic Information ,
Mergers ,
Publicly-Traded Companies ,
Registration Statement ,
Regulation Best Interest ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
On December 30, 2019, the Second Circuit issued a consequential insider trading decision in United States v. Blaszczak. In Blaszczak, the Second Circuit faced the question whether the “personal benefit” test set forth in...more
1/8/2020
/ Administrative Proceedings ,
Appeals ,
Centers for Medicare & Medicaid Services (CMS) ,
Criminal Code ,
Criminal Convictions ,
Criminal Prosecution ,
Dirks v SEC ,
Enforcement Authority ,
Hedge Funds ,
Insider Trading ,
Legislative Agendas ,
Material Nonpublic Information ,
Personal Benefit ,
Rule 10(b) ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Wire Fraud
Insider trading has frequently been splashed across headlines in recent months, with a congressman, an NFL player, a comedy writer, and a Silicon Valley executive all facing charges. In the background of these headlines are...more
5/15/2019
/ Appeals ,
Dirks v SEC ,
Fiduciary Duty ,
Illegal Tipping ,
Insider Trading ,
Martoma ,
Material Nonpublic Information ,
Personal Benefit ,
Petition for Writ of Certiorari ,
Rule 10b-5 ,
Sarbanes-Oxley ,
Securities Exchange Act ,
Securities Fraud ,
US v Newman ,
US v Salman