A federal court in California refused to grant a judgment or a new trial to a defendant who was found to have engaged in insider trading when he purchased securities of one company based on material nonpublic information...more
Proskauer’s Hedge Fund Trading Guide offers a concise, easy-to-read overview of the trading issues and questions we commonly encounter when advising hedge funds and their managers. It is written not only for lawyers, but also...more
4/12/2024
/ Big-Boy Letters ,
Breach of Duty ,
Debt ,
Enforcement Actions ,
Hedge Funds ,
Insider Trading ,
Investors ,
Materiality ,
Misappropriation ,
MNPI ,
Non-Public Information ,
Pecuniary Losses ,
Securities and Exchange Commission (SEC) ,
Third-Party ,
Web Scraping ,
White Collar Crimes
A federal jury in California agreed with the SEC that a corporate official engaged in insider trading when he purchased securities of a company based on material nonpublic information (“MNPI”) about a different company. The...more
4/8/2024
/ Breach of Duty ,
Confidentiality Agreements ,
Insider Trading ,
Jury Trial ,
Jury Verdicts ,
Mergers ,
Misappropriation ,
MNPI ,
Motion to Dismiss ,
Securities and Exchange Commission (SEC) ,
Summary Judgment
The SEC defeated a motion for summary judgment brought by a defendant whom the SEC accused of engaging in insider trading based on news about a not-yet-public corporate acquisition when he purchased securities of a company...more
On February 23, the U.S. Court of Appeals for the Fourth Circuit reversed a mid-trial grant of judgment as a matter of law against the Securities and Exchange Commission in a jury trial for insider trading. The decision in...more
The Second Circuit held yesterday that a government agency’s nonpublic, pre-decisional regulatory information does not constitute “property” for purposes of the federal insider-trading and wire-fraud statutes. The decision...more
SEC Division of Enforcement Director Gurbir Grewal and several high-ranking officials from the U.S. Attorney’s Offices for the Southern and Eastern Districts of New York and the FBI spoke on November 29, 2022 at a conference...more
12/1/2022
/ Cryptocurrency ,
Due Diligence ,
Enforcement ,
Environmental Social & Governance (ESG) ,
FBI ,
Foreign Corrupt Practices Act (FCPA) ,
Fraud ,
Insider Trading ,
Investigations ,
National Security ,
Private Funds ,
Securities and Exchange Commission (SEC)
The SEC prevailed on a motion to dismiss a closely watched lawsuit alleging that a company employee had engaged in insider trading based on news about a not-yet-public corporate acquisition when he purchased securities of a...more
The SEC prevailed on a motion to dismiss a closely watched lawsuit alleging that the defendant had engaged in insider trading based on news about a not-yet-public corporate acquisition when he purchased securities of a...more
1/20/2022
/ 10b5-1 Plans ,
Acquisition Agreements ,
Enforcement Actions ,
Fiduciary Duty ,
Insider Trading ,
Material Nonpublic Information ,
Misappropriation ,
Motion to Dismiss ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Securities Regulation ,
Securities Transactions ,
Securities Violations
The Securities and Exchange Commission’s Investor Advisory Committee (the “IAC”) is considering recommendations from its Owner Subcommittee urging the Commission to tighten the affirmative defense and disclosure requirements...more
The SEC recently charged a former employee of a biopharmaceutical company with insider trading in advance of an acquisition but with a unique twist: Trading the securities of a company unrelated to the merger. ...more
8/25/2021
/ Acquisition Agreements ,
Enforcement Actions ,
Insider Trading ,
Misappropriation ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Securities Transactions ,
Securities Violations ,
Stock Options ,
Stock Prices
The Second Circuit yesterday affirmed the insider trading conviction of the principal of a potential acquiror who, in breach of a nondisclosure agreement with a potential target company, had provided a tippee with nonpublic...more
The Second Circuit yesterday affirmed the insider-trading conviction of a doctor who, in breach of a confidentiality agreement, had traded on nonpublic information about a drug trial in which he had been participating. The...more
The Second Circuit held earlier this week that the criminal statute proscribing securities fraud permits convictions for insider trading without proof that the provider of material, nonpublic information received a personal...more
1/2/2020
/ Breach of Duty ,
Centers for Medicare & Medicaid Services (CMS) ,
Confidential Information ,
Duty of Trust ,
Enforcement Actions ,
EU Market Abuse Regulation (EU MAR) ,
Illegal Tipping ,
Insider Trading ,
Material Nonpublic Information ,
Personal Benefit ,
Rule 10(b) ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Wire Fraud
Since the Second Circuit’s 2014 decision in United States v. Newman triggered a debate about the personal benefit requirement, several bills have been introduced in Congress to define insider trading. The most recent effort...more
A lot of ink has been spilled over the crime of insider trading, which – in the view of U.S. District Judge Jed Rakoff – “is a straightforward concept that some courts have managed to complicate.” In his recent decision in...more
12/12/2018
/ Breach of Duty ,
Confidential Information ,
Criminal Prosecution ,
Dirks v SEC ,
Illegal Tipping ,
Insider Trading ,
Personal Benefit ,
SCOTUS ,
Securities Violations ,
Tippees ,
Tippers ,
US v Newman ,
US v Salman ,
White Collar Crimes
Chapter 2:
Insider Trading: Focus on Subtle and Complex Issues -
Many hedge funds routinely face insider trading concerns as they trade equity or debt. Sometimes these issues are fairly obvious, such as where the fund...more
8/16/2018
/ Breach of Duty ,
Confidential Information ,
Dodd-Frank ,
Illegal Tipping ,
Insider Trading ,
Non-Public Information ,
Personal Benefit ,
Securities Violations ,
Tippees ,
Tippers ,
White Collar Crimes
The Second Circuit confirmed this week that a "meaningfully close personal relationship" is not required for insider-trading liability where a tipper discloses inside information as a gift with the intent to benefit the...more
6/29/2018
/ Confidential Information ,
Criminal Prosecution ,
Dirks v SEC ,
Financial Markets ,
Illegal Tipping ,
Insider Trading ,
Martoma ,
Non-Public Information ,
Personal Benefit ,
Quid Pro Quo ,
Securities Litigation ,
Securities Violations ,
Tippees ,
Tippers ,
US v Newman ,
US v Salman ,
White Collar Crimes
The Second Circuit ruled today that a “meaningfully close personal relationship” is not required for insider-trading liability where a tipper discloses inside information as a gift or in exchange for some other type of...more
A Pennsylvania federal court held yesterday that an agreement not to use confidential inside information for trading purposes need not precede the receipt of that information in order to create liability under the...more
3/22/2017
/ Buyers ,
Confidential Information ,
Confidentiality Agreements ,
Duty of Trust ,
Enforcement Actions ,
Federal Pleading Requirements ,
Insider Trading ,
Investment Adviser ,
Misappropriation ,
Motion to Dismiss ,
Rule 10b-5 ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Sellers
In what appears to be the first appellate decision since the Supreme Court’s December 2016 ruling in Salman v. United States, the U.S. Court of Appeals for the First Circuit affirmed an insider-trading conviction based on a...more
2/27/2017
/ Acquisition Agreements ,
Confidential Information ,
Confidentiality Agreements ,
Criminal Convictions ,
Dirks v SEC ,
Financial Institutions ,
Financial Markets ,
Illegal Tipping ,
Insider Trading ,
Material Nonpublic Information ,
Misappropriation ,
Personal Benefit ,
Public Information ,
Securities Violations ,
Stocks ,
Tippees ,
US v Salman
The Supreme Court confirmed today that the "personal benefit" required to establish a claim for insider trading can consist of making a gift of material, nonpublic information to a family member or friend and that an exchange...more
12/7/2016
/ Confidential Information ,
Dirks v SEC ,
Fiduciary Duty ,
Financial Markets ,
Illegal Tipping ,
Insider Trading ,
Non-Public Information ,
Personal Benefit ,
SCOTUS ,
Securities Violations ,
Tippees ,
Tippers ,
US v Newman ,
US v Salman
U.S. District Judge Jed Rakoff denied motions for judgment as a matter of law or for a new trial after a jury found the defendants civilly liable for insider trading. The decision in SEC v. Payton (S.D.N.Y. Nov. 29, 2016)...more
This special report provides a summary of some of the significant changes and developments that occurred in the past year in the private equity and hedge funds space, as well as certain recommended practices that investment...more
11/16/2016
/ Accredited Investors ,
Administrative Law Judge (ALJ) ,
Administrative Proceedings ,
Annual Reports ,
Brazil ,
Broker-Dealer ,
Business Continuity Plans ,
CFTC ,
China ,
Compensation Agreements ,
Constitutional Challenges ,
Cybersecurity ,
Defend Trade Secrets Act (DTSA) ,
Department of Justice (DOJ) ,
EEO-1 ,
Employee Retirement Income Security Act (ERISA) ,
Enforcement Actions ,
Equal Employment Opportunity Commission (EEOC) ,
Estate Planning ,
EU ,
European Securities and Markets Authority (ESMA) ,
Fair Labor Standards Act (FLSA) ,
Filing Requirements ,
Financial Conduct Authority (FCA) ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Financial Markets ,
Foreign Corrupt Practices Act (FCPA) ,
Form ADV ,
Hedge Funds ,
High Net-Worth ,
Hong Kong ,
Insider Trading ,
Insurance Industry ,
Liability Insurance ,
MiFID II ,
Minimum Salary ,
OCIE ,
Over-Time ,
Popular ,
Private Equity Funds ,
Private Investment Funds ,
Proposed Amendments ,
Protecting Americans from Tax Hikes (PATH) Act ,
Regulation AT ,
Regulatory Oversight ,
Required Forms ,
Retirement Plan ,
Rule 506(d) ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Separation Agreement ,
Tax Returns ,
UK Brexit ,
Unemployment Benefits ,
Valuation ,
Whistleblowers ,
White-Collar Exemptions
All eyes were on the U.S. Supreme Court yesterday as it heard arguments in Salman v. United States (No. 15-628) concerning the “personal benefit” required to establish a claim for insider trading. After an hour punctuated by...more