In 2023 and 2024, our public company clients were focused on complying with the SEC’s cyber disclosure rules—and on the risk from big, high-profile government enforcement actions like the SolarWinds case. But with a new SEC...more
In the brilliant long-form podcast Fall of Civilizations, author Paul Cooper gives listeners a sense of how average citizens living in Tenochtitlan, Angkor Wat, Rome, and Constantinople may have felt as once-mighty empires...more
In 2024, global venture investment in generative artificial intelligence (Gen AI) grew to more than $56 billion, a 94% year-over-year increase from 2023. From 2023 to 2025, Nvidia’s market cap has grown from about $500...more
In this last article in his three-part series, my partner and securities litigator Walker Newell looked at motion to dismiss trends in the Central District of California, which covers Los Angeles and Orange County. The CD...more
Last year, just three federal district courts handled half of all securities class actions. In the second part of his three-part series, my partner and securities litigator Walker Newell reviews motion to dismiss trends in...more
In securities class actions, the motion to dismiss is the key event. If the company wins, the case goes away and costly discovery is avoided. If shareholders win, a significant settlement in the future is likely. In these...more
When a public company faces significant financial challenges and uncertainty, the pressure on management teams and boards of directors to make the “right” decisions intensifies. If those financial challenges are not...more
Do you serve as a director or officer of a company that is largely—but not wholly—owned by another company? If yes, this week’s D&O Notebook article is for you. My colleague Walker Newell discusses “short form” mergers,...more
In private securities class actions, the motion to dismiss is critical. A victory can mean a quick and relatively inexpensive conclusion to litigation. A loss can mean many months of expensive and intrusive discovery. This...more
Every year, autumn brings hayrides, changing leaves, family gatherings, sweater weather, the chance to savor a cup of black tea by a roaring fire—and a raft of Securities and Exchange Commission (SEC) enforcement actions as...more
The Securities and Exchange Commission (SEC) has brought charges against independent directors who allegedly failed to take appropriate action when management was engaged in accounting fraud. These cases have been...more
To modify an old saying: “Nothing is certain but death, taxes...and corporate opposition to government regulations.” Over the decades, companies and interest groups have frequently challenged government regulations in...more
In this increasingly litigious and regulatory intense environment, D&O Looking Ahead provides a bridge to help you stay on top of the evolving D&O risk landscape. – Priya Huskins The streak of good news in D&O litigation...more
Now that the Private Fund Adviser Rules have been chucked into the dustbin of history, should investment advisers expect the SEC staff to give them the benefit of the doubt on expense allocation? Not likely. This is a...more
What do the SolarWinds ruling and other recent developments mean for the future of the SEC’s cyber regulatory program? Will the SEC’s “lack of moderation” result in “violent ends” for its cyber agenda? Or will the current...more
The streak of good news in D&O litigation risk ends this year, with a rise in class action filings and bigger settlements. But the D&O market is still soft, so staying on top of the evolving risk landscape will help you...more
8/6/2024
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Class Action ,
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Securities and Exchange Commission (SEC) ,
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All empires eventually decline. For decades, Delaware has held the crown as the premier state of incorporation for domestic companies (and many foreign companies seeking a foothold in the United States capital markets). But...more
While there is rest for weary legal and compliance pros at asset managers, and as you enjoy a cool Arnold Palmer in your hammock this Independence Day, spend a few minutes thinking about how your firm can leverage this moment...more
When we think about the kinds of issues that the SEC is intended to regulate, big accounting frauds – Enron, WorldCom, Tyco – are top of mind. In this week’s D&O Notebook, my colleague and former SEC Enforcement Senior...more
These folks often go through some version of the Kubler-Ross stages of grief, including denial (“The SEC must be confused!”), anger (“This is an abuse of power!”), bargaining (“With this one weird trick, we can convince the...more
There is a strong supernatural strand in the American consciousness. Twelve percent of United States adults believed that the world would end in 2012. Twenty-one percent believe in witches. A whopping thirty-six...more
In 2008, as the global banking system melted down, a shadowy figure or figures in a dim room filled with empty Cheetos bags created Bitcoin. In the following years, your younger brother talked excitedly about the blockchain...more
America has always loved stories about people who made it big. Abraham Lincoln grew up in a log cabin; 200 years later, he got his own biopic starring Daniel Day-Lewis. Oprah was born into poverty in rural Mississippi;...more
If you are an investment manager and you significantly and repeatedly outperform the market, your investors will lavish you with righteous praise and your firm will shower you with well-deserved riches....more
Imagine that you are a startup founder and CEO. You toil for years in the hot sun, painstakingly cultivating your business as it grows from a vulnerable seed into a promising sapling. It’s grow or die. You grow.
Now you...more