On March 25, 2025, the Delaware Legislature enacted Senate Bill 21, significantly amending the Delaware General Corporation Law. Among its notable changes is an effort to narrow document production under Section 220, which...more
On March 25, 2025, Delaware enacted Senate Bill 21, which introduces significant changes to the Delaware General Corporation Law. The amendments put in place a statutory structure that provides guidance on the considerations,...more
On April 12, 2024, the US Supreme Court reversed the US Court of Appeals for the Second Circuit’s decision in Macquarie v. Moab Partners and held that a pure omission cannot form the basis of a securities fraud claim under...more
4/23/2024
/ Disclosure Requirements ,
Failure To Disclose ,
Macquarie Infrastructure Corp v Moab Partners LP ,
Omissions ,
Rule 10(b) ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Regulation ,
Securities Violations
On April 12, 2024, the US Supreme Court reversed the US Court of Appeals for the Second Circuit’s decision in Macquarie v. Moab Partners and held that a pure omission cannot form the basis of a securities fraud claim under...more
4/22/2024
/ Disclosure Requirements ,
Failure To Disclose ,
Macquarie Infrastructure Corp v Moab Partners LP ,
Omissions ,
Rule 10(b) ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Regulation ,
Securities Violations
On July 13, 2023, US District Judge Analisa Torres of the US District Court for the Southern District of New York ruled that Ripple Labs’ token, XRP, was a security when sold to institutional investors and not a security when...more
On June 1, 2023, the US Court of Appeals for the Ninth Circuit held in a split en banc decision that forum-selection clauses requiring shareholders to file derivative claims in the Delaware Court of Chancery are enforceable...more
Biotech companies are often faced with a dilemma – they need to raise capital to develop novel therapies, and in doing so, they often express honest optimism about interim and topline results from their drugs in development....more
The Securities and Exchange Commission has long focused on pursuing potential insider trading violations, and its recent enforcement efforts serve as a stark reminder that the Commission has made insider trading cases a...more
On December 13, 2022, the US Supreme Court granted Slack’s petition for a writ of certiorari, which urged the Court to review the Ninth Circuit’s ruling that shareholders in a direct listing have standing to sue under...more
Cooley litigators secured a victory in the US Court of Appeals for the Eighth Circuit for long-time client Meredith Corporation and four of its senior executives in a securities class action filed by a group of investors over...more
Gurbir Grewal, the recently-appointed Director of the Securities and Exchange Commission’s Division of Enforcement, comes from a law enforcement background. Before joining the SEC, he served as New Jersey Attorney General,...more
On September 20, 2021, the United States Court of Appeals for the Ninth Circuit issued its much anticipated decision in Pirani v. Slack Technologies, Inc., which raised the novel question (a question of first impression,...more
What happened -
Last week the SEC brought securities fraud charges against App Annie and its co-founder and former CEO and Chairman Bertrand Schmitt for engaging in deceptive practices and making material...more
Gary Gensler was sworn in as chair of the Securities and Exchange Commission on April 17, 2021. Chairman Gensler has promised to strengthen transparency and accountability in the financial markets. Under Chairman Gensler, we...more
7/29/2021
/ 10b5-1 Plans ,
Civil Monetary Penalty ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Gary Gensler ,
Initial Public Offering (IPO) ,
Insider Trading ,
Investors ,
Popular ,
Private Investment in Public Equity (PIPEs) ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs) ,
Whistleblowers
What happened -
In a recent client alert, we discussed the dramatic rise in offerings of special purpose acquisition companies (SPACs) and some of the attendant litigation and enforcement risks. A raft of recent public...more
What happened The SEC recently brought charges against AT&T and three mid-level executives for selectively providing information to Wall Street analysts in alleged violation of Regulation Fair Disclosure (Reg FD). According...more
On March 24, 2020, Judge P. Kevin Castel of the U.S. District Court for the Southern District of New York granted the Securities and Exchange Commission’s (SEC) request for a preliminary injunction against Telegram Group Inc....more
With last Wednesday’s categorization by the World Health Organization of COVID-19 as a pandemic, schools, places of business and other venues throughout the United States quickly closed in-person locations and moved to remote...more
A way out of the ‘regulatory Catch-22’ for launching distributed networks?
In a February 6 speech at the International Blockchain Congress in Chicago, Securities and Exchange Commission Commissioner Hester Peirce...more
On April 3, the SEC Division of Corporation Finance released a No Action Letter and a suggested framework for applying the investment contract analysis to tokens and digital assets....more
On March 27, 2018, Massachusetts' top securities regulator – the Massachusetts Securities Division (the Division) – propelled itself to the forefront of the ongoing debate about whether "initial coin offerings" (ICOs) should...more
Last Tuesday, the Supreme Court issued its opinion in Cyan Inc. v. Beaver County Employees Retirement Fund. The opinion by Justice Elena Kagan for a unanimous court answered two questions: Did the Securities Litigation...more
On December 14, 2017, the Delaware Supreme Court reversed and remanded the Court of Chancery's appraisal of the fair value of Dell Inc. The trial court's 2016 ruling, which found that a $25 billion management-led buyout...more
A transaction involving a controlling stockholder on both sides of the deal presents a clear conflict of interest that will result in heightened scrutiny under the “entire fairness” standard of review if later challenged....more
On March 29, the US Securities and Exchange Commission announced that AVEO Pharmaceuticals, Inc., a Massachusetts-based pharmaceutical company, agreed to pay a $4 million penalty to settle fraud charges that it failed to...more