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Securities Act of 1933 › Securities and Exchange Commission (SEC) › Misleading Statements

The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better... more +
The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better access to material information prior to investing 2) ensure that transactions are not based on fraud. In order to effectuate its dual goals, the Act requires that any offer or sale of securities is registered with the SEC. less -
Foley & Lardner LLP

Don’t Buy The Buzzwords: “AI Washing” Gets Its Reckoning

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Since the release of ChatGPT 3.5 in November 2022, public interest in artificial intelligence (AI) has surged in a classic example of a hype cycle. As with past technological breakthroughs, companies may be tempted to...more

Seward & Kissel LLP

SEC Charges Publisher for Manipulation Scheme Targeting Retail Investors

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Who may be interested: Investment Advisers - Quick Take: The SEC filed a complaint in federal court charging activist short publisher Andrew Left and Citron Capital, LLC, an investment adviser he operated, with securities...more

A&O Shearman

Northern District Of California Grants Motion To Dismiss Putative Securities Class Action Against Apparel Company For Failing To...

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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

Jones Day

2023 Securities Litigation Year in Review

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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

Freiberger Haber LLP

Enforcement News: SEC Brings Enforcement Action in Connection EB-5 Immigrant Investor Program

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In July of this year, we wrote about a fraud action involving the EB-5 Immigrant Investor Program (“EB-5 Program” or “Program”) (here). Under the EB-5 Program, investors are eligible for permanent residency status in the U.S....more

Davis Wright Tremaine LLP

SEC's Charges Against SolarWinds and Its CISO Highlight Emerging Risks for Public Companies, Security Professionals

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The U.S. Securities and Exchange Commission ("SEC") has charged SolarWinds Corp. (SolarWinds) and the company's chief information security officer ("CISO") with securities fraud and violations of internal controls...more

White & Case LLP

The SEC’s Charges Against SolarWinds and its Chief Information Security Officer Provide Important Cybersecurity Lessons for Public...

White & Case LLP on

On October 30, 2023, the US Securities and Exchange Commission ("SEC") announced that it filed charges against SolarWinds Corp. ("SolarWinds" or the "Company") and its Chief Information Security Officer ("CISO") in connection...more

Proskauer - Corporate Defense and Disputes

Second Circuit Clarifies Nature of Actionable Opinions Under Securities Laws

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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

Goodwin

Court Dismisses Post-SPAC Class Action for Lack of Standing

Goodwin on

On March 31, 2023, U.S. District Judge Ronnie Abrams of the Southern District of New York dismissed a putative securities class action against CarLotz, Inc. (CarLotz), and certain of its officers and directors on the grounds...more

Keating Muething & Klekamp PLL

SEC Charges Public Company for Misleading Non-GAAP Disclosures

Keating Muething & Klekamp PLL on

On March 14, 2023, DXC Technology Company (“DXC”) settled with the Securities and Exchange Commission (“SEC”) for $8 million regarding alleged misleading disclosures in DXC’s public filings. The SEC claimed DXC made...more

WilmerHale

SEC Brings Charges Against Director and Former Executive Officers for Allegedly Lying to Auditors About Loss Contingencies...

WilmerHale on

Last week, the Securities and Exchange Commission (SEC) filed a complaint in U.S. District Court against a company’s director, former CEO and former CFO for allegedly making false and misleading statements to the company’s...more

Goodwin

SEC Enforcement Broadens Its Crypto Focus

Goodwin on

On May 6, 2022, the U.S. Securities and Exchange Commission announced that it settled charges against NVIDIA Corporation alleging that the company’s disclosures regarding the impacts of increased use of its gaming products by...more

Dorsey & Whitney LLP

SEC Charges School District, the District’s Former Chief Financial Officer and the District’s Auditor with Violations of Federal...

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On March 16, 2022, the Securities and Exchange Commission (“SEC”) entered an order against a school district (Crosby Independent School District (the “District”), located in a suburb of Houston, Texas) and against the...more

Goodwin

District Court Denies Payday Lender's Bid To Dismiss SEC Enforcement Action

Goodwin on

District Court Denies Payday Lender's Bid To Dismiss SEC Enforcement Action; Delaware Chancery Court Dismisses Camping World Insider Trading Derivative Suit; California Federal Judge Certifies Class Of Apple Common-Stock...more

A&O Shearman

Northern District Of California Grants Motion To Dismiss With Prejudice Securities Act Claims Against Technology Company, Holding...

A&O Shearman on

On December 14, 2021, Judge Beth Labson Freeman of the Northern District of California granted a motion to dismiss claims brought under Sections 11 and 15 of the Securities Act of 1933 (“the Securities Act”) against a...more

Goodwin

Delaware Court of Chancery Finds that Director’s Email on Outside Email System Remains Confidential

Goodwin on

Delaware Court of Chancery Finds that Director’s Email on Outside Email System Remains Confidential; Delaware Supreme Court Overrules Longstanding Precedent Regarding Derivative Versus Direct Standing; SEC Files Crowdfunding...more

Goodwin

President Biden Issues Sweeping Executive Order on Promoting Competition in the American Economy

Goodwin on

In This Issue. President Joe Biden issued a sweeping executive order aimed at cracking down on anticompetitive practices and reducing consolidation across multiple industry sectors, including financial services; the Federal...more

Goodwin

SCOTUS Grants Certiorari to Decide Whether Automatic Discovery Stay Applies to Securities Act Cases in State Court

Goodwin on

SCOTUS Grants Certiorari to Decide Whether Automatic Discovery Stay Applies to Securities Act Cases in State Court; Delaware Court of Chancery Dismisses Stockholder Suit Against FedEx for Failure to Make Pre-Litigation...more

Goodwin

SEC Charges SPAC, Sponsor, Target, and CEO Over Misleading Proposed de-SPAC Transaction Disclosures

Goodwin on

On July 13, 2021, the U.S. Securities and Exchange Commission announced charges against special purpose acquisition corporation Stable Road Acquisition Company, its sponsor SRC-NI, its CEO Brian Kabot, the SPAC’s proposed...more

Goodwin

Federal Reserve Hints at Government-Backed Cryptocurrency

Goodwin on

Federal Reserve Hints at Government-Backed Cryptocurrency; Third Circuit Affirms Dismissal of Securities Fraud Class Action Against Shutterfly Inc. Regarding Allegedly Misleading Financial Projections; Ninth Circuit Holds...more

BCLP

SEC Shows no Goodwill for Issuer

BCLP on

The SEC sued Sequential Brands on December 11 in Manhattan federal court, alleging that it failed to accurately calculate and disclose impairments to its goodwill in 2016 and early 2017. According to the Complaint, this...more

Cooley LLP

Blog: SEC brings settled charges against GE for disclosure violations and inadequate accounting and disclosure controls

Cooley LLP on

Right on the heels of the SEC’s action against Cheesecake Factory for misleading public statements regarding its financial performance (see this PubCo post) comes this settled action against General Electric Company—also for...more

Cooley LLP

Blog: Cookie-jar KPIs lead to Securities Act violation

Cooley LLP on

Last week, the SEC charged BMW and subsidiaries with Securities Act violations for disclosing inaccurate and misleading information about the company’s retail sales volume in the U.S.—not as sales in its financial statements,...more

A&O Shearman

New York State Court Dismisses Securities Act Claims, Despite Holding That Claims Did Not "Sound In Fraud" And No Heightened...

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On September 26, 2019, Justice Saliann Scarpulla of the New York State Supreme Court, County of New York, Commercial Division, dismissed a putative class action against a dental products and services company and certain of...more

White & Case LLP

Lorenzo v. SEC: Disseminating false information can create Rule 10b-5 liability even for those who did not "make" the false...

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On March 27, 2019, the Supreme Court issued its opinion in Lorenzo v. SEC, affirming the decision of the United States Court of Appeals for the District of Columbia. The Court held that "dissemination of false or misleading...more

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