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The SEC recently charged Ilit Raz, the CEO of Joonko Diversity Inc., a failed recruitment startup, with "AI washing" based on allegedly false claims that her company had developed an “automatic recruiting solution” to help...more
On May 10, 2024, Judge Araceli Martínez-Olguín of the United States District Court for the Northern District of California granted a motion to dismiss a putative class action against a global footwear and apparel company...more
On April 12, 2024, the U.S. Supreme Court held in Macquarie Infrastructure Corp. v. Moab Partners, L.P., in a unanimous opinion authored by Justice Sonia Sotomayor, that “pure omissions” made in required disclosures do not...more
The United States Supreme Court in Macquarie Infrastructure Corp. v. Moab Partners, L.P., No. 22-1165, ruled that a corporation is not liable under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 for...more
A company cannot be sued by private parties under Rule 10b-5(b) for a “pure omission” but can be liable for omissions that render other statements misleading. “Pure omissions” cannot be attacked in private 10b-5(b)...more
On April 12, 2024, the United States Supreme Court delivered an important decision on the issue of whether a failure to make disclosure required under Item 303 of Regulation S-K can support a Rule 10b-5 claim, even in the...more
On April 12, 2024, the U.S. Supreme Court limited an issuer's liability for securities fraud claims based on alleged omissions in SEC filings. The Court's unanimous decision in Macquarie Infrastructure Corp. et al v. Moab...more
The U.S. Supreme Court has unanimously ruled that pure silence in MD&A statements are not actionable in shareholder securities fraud cases. The case is important for issuers and shareholders alike for several reasons: -...more
The U.S. Supreme Court has now resolved the split in lower courts, discussed in our March 14, 2024 post, over whether plaintiffs may bring a securities fraud claim based solely on a corporation’s omission from public filings...more
SEC Rule 10b-5(b) makes it unlawful for issuers to make false statements or “to omit to state a material fact necessary in order to make the statements made...not misleading.” In addition to ensuring the truth of statements,...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
On March 18, 2024, the SEC announced that it had settled charges against two investment advisers for allegedly making false and misleading statements about their use of artificial intelligence (AI) in providing advisory...more
The Nutter Securities Enforcement Update is a periodic update of noteworthy recent securities enforcement activity, settlements, decisions, and charges. We provide brief summaries that highlight recent enforcement action...more
On March 18, the US Securities and Exchange Commission (SEC) announced the first AI-related settled actions against two investment advisers—Delphia (USA) Inc. and Global Predictions Inc.—for making false and misleading...more
The Securities and Exchange Commission on Monday, March 18, 2024, entered into settlements with Delphia (USA) and Global Predictions, which agreed to pay civil penalties totaling $225,000 and $175,000, for “AI...more
Several recent lawsuits, and comments by the U.S. Securities and Exchange Commission (“SEC”) and Federal Trade Commission (“FTC”), underscore the increasing litigation and regulatory scrutiny concerning the use of artificial...more
During 2023, securities lawsuit filings rose for the first time in four years. Settlements declined last year; there were nine mega-settlements of more than $100 million, including a $1 billion settlement. Case filings...more
In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. This...more
Recently, the U.S. Securities and Exchange Commission (the “SEC”) announced charges against an investment adviser (the “Adviser”) for using hypothetical performance metrics in advertisements that were misleading pursuant to...more
The U.S. Securities and Exchange Commission (the “SEC”) announced on August 21, 2023 that it has settled with a FinTech registered investment adviser (the “Adviser”) that offers multiple investment strategies, including a...more
Many publicly reporting companies often respond to lawsuits by characterizing them as “without merit” in their securities filings. If the company does not prevail in such litigation, can it still be held responsible for...more
Supreme Court Hears Argument on Traceability Requirement in Circuit-Split Slack v. Pirani - Key Points - - Before the end of June, the U.S. Supreme Court is expected to issue a decision in a high-profile securities case...more
SEC announces settlement for misleading non-GAAP disclosures - On March 14, 2023, the Securities and Exchange Commission announced settled charges against DXC Technology, an IT services company, for misleading disclosures...more
Shearman & Sterling is pleased to announce our the publication of our Fifth Circuit Securities Litigation Quarterly. Given the many public companies and financial institutions that are moving to Texas, our Texas-based...more
On March 9, the SEC charged a South Carolina-based donor data management software company with allegedly making materially misleading disclosures about a 2020 ransomware attack. According to the SEC’s cease-and-desist order,...more