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
A federal district court in Missouri recently enjoined Missouri Securities Division rules that require financial firms and professionals to obtain clients’ signatures on state-prescribed documents before providing advice that...more
On June 28, 2024, the U.S. Supreme Court issued a landmark ruling overturning “Chevron deference,” a tool for interpreting ambiguous statutes administered by administrative agencies. The 40-year-old Chevron doctrine held...more
7/2/2024
/ Administrative Procedure Act ,
Chevron Deference ,
Chevron v NRDC ,
Clean Air Act ,
Environmental Protection Agency (EPA) ,
Government Agencies ,
Judicial Authority ,
Loper Bright Enterprises v Raimondo ,
Magnuson-Stevens Act (MSA) ,
National Marine Fisheries Service ,
Regulatory Authority ,
SCOTUS ,
SEC v Jarkesy ,
Statutory Interpretation
The U.S. Supreme Court held that the Seventh Amendment to the U.S. Constitution entitles a defendant to a jury trial when the Securities and Exchange Commission seeks to impose civil penalties for violations of the federal...more
6/28/2024
/ Administrative Law Judge (ALJ) ,
Administrative Proceedings ,
Article III ,
Bars ,
Civil Monetary Penalty ,
Enforcement Actions ,
Jury Trial ,
Public Rights Doctrine ,
SCOTUS ,
SEC v Jarkesy ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Fraud ,
Seventh Amendment
The U.S. Court of Appeals for the Eleventh Circuit held that a contest providing venture-capital funding only to Black female applicants is substantially likely to violate section 1981 of the Civil Rights Act of 1866, which...more
A federal District Court in Ohio recently ruled that a white litigant did not have standing to assert a discrimination claim against a contest that had provided grants to Black-owned businesses. The decision in Roberts v....more
The U.S. Supreme Court recently held that the anti-fraud provision of the Securities Exchange Act does not prohibit “pure omissions,” but only false statements or misleading half-truths. The unanimous decision in Macquarie...more
4/16/2024
/ Enforcement ,
False Statements ,
Item 303 ,
Macquarie Infrastructure Corp v Moab Partners LP ,
Misleading Statements ,
Omissions ,
Regulation S-K ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Violations
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
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
Multiple legal challenges have already been launched against the SEC’s new climate change disclosure rules. Plaintiffs include Attorneys General from several states, a large business trade organization and a private energy...more
3/19/2024
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Greenhouse Gas Emissions ,
Multidistrict Litigation ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stays
The U.S. Court of Appeals for the Eleventh Circuit affirmed an injunction against enforcement of portions of Florida’s “anti-woke” law, which prohibits employers from requiring employees to attend training sessions or other...more
Well – this took four months. The U.S. Court of Appeals for the Fifth Circuit ordered en banc rehearing of an unsuccessful challenge to the Securities and Exchange Commission’s approval of the Nasdaq Stock Market’s rules...more
A federal district court in Missouri recently denied a motion to dismiss the Securities Industry and Financial Markets Association’s (“SIFMA’s”) challenge to Missouri Securities Division rules that require financial firms and...more
The Delaware Court of Chancery recently held that claims for breach of the fiduciary duty of oversight are not easier to plead against corporate officers than against corporate directors. The decision in Segway Inc. v. Cai...more
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
The U.S. Court of Appeals for the Fifth Circuit denied review of the Securities and Exchange Commission’s approval of proposed rules promulgated by the Nasdaq Stock Market concerning the diversity of directors on...more
10/20/2023
/ Administrative Procedure Act ,
Appeals ,
Board of Directors ,
Corporate Counsel ,
Disclosure Requirements ,
Diversity ,
En Banc Review ,
Nasdaq ,
New Rules ,
Proposed Rules ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
A federal District Court in Washington recently dismissed a shareholder derivative action by a conservative advocacy group challenging Starbucks’ initiatives relating to diversity, equity, and inclusion (“DEI”). The decision...more
The U.S. Court of Appeals for the Second Circuit held that a statement of opinion that reflects some subjective judgment can nevertheless be actionable under the securities laws if it misleads investors into thinking that the...more
8/23/2023
/ Appeals ,
Enforcement ,
Financial Statements ,
GAAP ,
Investors ,
Misleading Statements ,
Sarbanes-Oxley ,
Securities ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation
The SEC suffered a significant loss last week in its ongoing legal battle with Ripple over the XRP digital token. While the District Court held that Ripple’s initial sales of XRP to institutional investors constituted the...more
7/18/2023
/ Blockchain ,
Crypto Exchanges ,
Digital Assets ,
FinTech ,
Hedge Funds ,
Howey ,
Interlocutory Appeals ,
Investors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Unregistered Securities
The Delaware Court of Chancery rejected a lawsuit by a Walt Disney Company stockholder to compel inspection of Disney’s books and records relating to the company’s opposition to Florida’s “don’t say gay” law – a stance that...more
The gloves are off. The SEC’s recent enforcement actions against leading crypto exchanges suggest that the SEC has decided that time’s up for the crypto industry as it currently exists in the United States....more
6/15/2023
/ Broker-Dealer ,
Clearing Agencies ,
Coinbase ,
Crypto Exchanges ,
Cryptocurrency ,
Enforcement Actions ,
Howey ,
Infrastructure ,
Popular ,
Securities ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Simple Agreement for Future Tokens (SAFT)
The en banc Court of Appeals for the Ninth Circuit affirmed the dismissal of a shareholder derivative action in light of an exclusive-forum bylaw requiring assertion of derivative claims in the Delaware Court of Chancery,...more
6/5/2023
/ Appeals ,
Bylaws ,
Delaware General Corporation Law ,
Derivatives ,
Dismissals ,
En Banc Review ,
Forum Selection ,
Private Right of Action ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholders
The U.S. Supreme Court held that purchasers of shares sold to the public through a direct listing cannot sue under Section 11 of the Securities Act of 1933 unless they can trace their shares to an allegedly defective...more
6/1/2023
/ Direct Listing ,
Initial Public Offering (IPO) ,
Misrepresentation ,
NYSE ,
Omissions ,
Prospectus ,
Publicly-Traded Companies ,
Registration Statement ,
Section 11 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation ,
Securities Transactions ,
Slack ,
Slack Technologies Inc v Pirani ,
Stock Prices ,
Unregistered Securities
A California federal court held that a California statute requiring California-based corporations to have a minimum number of directors from designated under-represented groups violates the federal Constitution’s Equal...more
5/18/2023
/ Board of Directors ,
California ,
Corporate Counsel ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Equal Protection ,
Fines ,
Fourteenth Amendment ,
Noncompliance ,
Publicly-Traded Companies ,
SCOTUS ,
Severability Doctrine