News & Analysis as of

Intent to Defraud Publicly-Traded Companies

White & Case LLP

“Novel” or Not: the SEC and DOJ’s Expansion of Insider Trading to “Shadow Trading” and 10b5-1 Plans Survive Their Days in Court

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On April 5, 2024, the U.S. Securities and Exchange Commission ("SEC") won a jury verdict in its first "shadow trading" insider trading action. Only a few weeks before this verdict, a court denied a motion to dismiss a...more

Mayer Brown Free Writings + Perspectives

SEC's ESG Task Force Brings 1st Case Against Brazilian Mining Co., Alleging Material Misstatements About Dam Safety

On April 28, 2022, the U.S. Securities and Exchange Commission (SEC) charged Vale S.A. (Vale), a publicly traded Brazilian mining company and one of the world’s largest iron ore producers, with making false and misleading...more

Cadwalader, Wickersham & Taft LLP

ESG Enforcement Watch: SEC Files Fraud Complaint against Brazilian Miner, Vale, over False Safety Claims prior to Environmental...

Summary - In an important development, on April 28, 2022, the Securities and Exchange Commission (SEC) commenced an action in the United States District Court for the Eastern District of New York in which it asserted that...more

Jones Day

SEC Enforcement in Financial Reporting and Disclosure: 2019 Mid-Year Update

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We are pleased to present our annual mid-year update on financial reporting and issuer disclosure enforcement activity for 2019. This White Paper primarily focuses on the U.S. Securities and Exchange Commission's enforcement...more

McDermott Will & Emery

Observations from the Enforcement Directors at SEC’s Annual Conference

McDermott Will & Emery on

Enforcement Co-Directors Stephanie Avakian and Steven Peikin recently addressed notable enforcement decisions, actions and trends affecting public companies and regulated entities. On April 8 and 9, 2019, the US Securities...more

King & Spalding

Supreme Court Affirms Lorenzo v. SEC, Expanding the Scope of Primary Liability for Securities Fraud

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On March 27, 2019, the U.S. Supreme Court issued its decision in Lorenzo v. SEC,[i] affirming the expansive view of the U.S. Securities and Exchange Commission (“SEC” or “Commission”) that, under the right circumstances,...more

Pillsbury Winthrop Shaw Pittman LLP

Supreme Court: Intentionally Disseminating a False Statement One Did Not “Make” May Still Violate SEC Rule 10b-5

In a significant ruling, the U.S. Supreme Court has expanded the potential liability of those involved in disseminating material misrepresentations to potential investors—exposing them to primary liability under SEC Rule...more

Latham & Watkins LLP

Supreme Court Ruling Extends Reach of Primary Liability for Securities Fraud

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Highly anticipated opinion extends primary liability for securities fraud beyond the “maker” of false statements. Key Points: ..The Court held that a defendant’s act of sending emails drafted by another, that the...more

Jackson Walker

Supreme Court Declines to Extend Janus’ Reach, Upholds Primary Liability Under the Anti-Fraud Provisions of the Securities Laws

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In a 6 to 2 opinion Wednesday, the U.S. Supreme Court declined to extend its holding in Janus Capital Grp., Inc. v. First Derivative Traders, 564 U.S. 135 (2011) beyond Exchange Act Rule 10b-5(b), and held that a person who...more

Snell & Wilmer

U.S. Supreme Court Expands Scope of SEC’s Anti-Fraud Rule in “Copy-Paste” Case

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On March 27, 2019, the U.S. Supreme Court issued its decision in Lorenzo v. Securities and Exchange Commission, Case No. 17-1077 (U.S. Mar. 27, 2019) that broadened the group of persons who could face primary liability for...more

Harris Beach PLLC

Supreme Court Addresses “Cut and Paste” Securities Fraud Case

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Earlier this week, in Lorenzo v. SEC, the US Supreme Court held – by a 6-2 vote – that a person who disseminates false statements with the requisite intent (state of mind) can be found liable for a violation of Rule 10b–5(b),...more

Bracewell LLP

Lorenzo v. Securities and Exchange Commission: "Maker" or "Messenger"? It Doesn't Matter

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On March 27, 2019, the Supreme Court of the United States issued its decision in Lorenzo v. Securities and Exchange Commission, 587 U.S. ___ (2019) curtailing any meaningful distinction between liability of a statement maker...more

Dechert LLP

Supreme Court Rules that Employees Who Disseminate False Statements Drafted by Their Superiors Can Be Primarily Liable Under §...

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Striking a blow to employees who send communications at the behest of others, the Supreme Court held yesterday that those who “disseminate” false statements with the intent to defraud—even if they did not draft those...more

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