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Securities Exchange Act › Material Nonpublic Information

The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +
The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange Commission (SEC), which is the primary regulatory agency enforcing federal securities laws. less -
Holland & Knight LLP

Shady Days: SEC Secures Another Insider Trading Stat on Shadow Trading Theory

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The U.S. District Court for the Northern District of California on May 30, 2024, approved a settled final judgment against technology company Arista Networks' former chairman and CEO, Andreas "Andy" Bechtolsheim based on...more

Kramer Levin Naftalis & Frankel LLP

SEC Secures Jury Verdict in Shadow Insider Trading Trial

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On April 5, 2024, a federal jury in San Francisco returned a verdict in favor of the Securities and Exchange Commission (SEC) in Securities and Exchange Commission v. Panuwat. The jury found that a corporate executive had...more

Morrison & Foerster LLP

Takeaways for In-House Counsel from the SEC’s “Shadow Insider Trading” Trial

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On April 5, 2024, a jury in California federal court found a former corporate executive liable for insider trading in SEC v. Panuwat, a novel enforcement action involving a theory known as “shadow trading.” In Panuwat, the...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: March 1, 2024

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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

Miller Canfield

Redefining Insider Trading: The SEC's Groundbreaking Theory in the Panuwat Case

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In SEC v Panuwat, a federal jury in California will hear a novel insider trading theory that the court has allowed to proceed to trial. In Panuwat, the SEC says it is unlawful for an individual to purchase securities of a...more

Jones Day

Insider Trading Enforcement in 2022

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Each year, the Department of Justice ("DOJ"), the Securities and Exchange Commission ("SEC"), and in recent years, the Commodity Futures Trading Commission ("CFTC") dedicate substantial resources to investigating and...more

Holland & Knight LLP

On Heels of Recent Rule Amendments, DOJ and SEC Target Purported 10b5-1 Trading Plan Abuse

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A few months after the U.S. Securities and Exchange Commission (SEC) finalized amendments to address perceived abuses of corporate insider trading plans (known as "10b5-1 trading plans"), the U.S. Department of Justice (DOJ)...more

Seyfarth Shaw LLP

Corporate Insider Trading Restricted by New SEC RULES

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Seyfarth Synopsis: New SEC rules aiming to curb insider trading by directors and officers of public companies took effect on February 27, 2023....more

WilmerHale

The Second Circuit's Blaszczak Decision Fails to Resolve One Issue, Raises New Ones

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On December 27, 2022—nearly 18 months after hearing oral arguments—the Second Circuit issued its new opinion in United States v. Blaszczak, an important insider trading case involving the misappropriation of confidential...more

Kelley Drye & Warren LLP

SEC Issues Final Rules on Rule 10b5-1 and Insider Reporting Changes

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On December 14, 2022, the Securities and Exchange Commission (the “Commission”) adopted final rules (the “Final Rules”) which will affect trading by directors and officers of listed issuers and disclosure about such...more

Eversheds Sutherland (US) LLP

SEC amends Rule 10b5-1 and revamps affirmative defense to insider trading charges

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The Securities and Exchange Commission (SEC) has unanimously adopted amendments to Rule 10b5-1 (the Rule), which prohibits the purchase or sale of securities on the basis of material nonpublic information (MNPI) in violation...more

Cooley LLP

SEC adopts new rules on 10b5-1 plans [UPDATED]

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[This post revises and updates my earlier post primarily to provide a more detailed discussion of the contents of the adopting release.] - At an open meeting in December last year—happy new year!—the SEC voted to adopt...more

WilmerHale

Getting Ready for Amended Rule 10b5-1 and Other New SEC Requirements Relating to Insider Trading

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In December 2022, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 10b5-1, the rule that provides an affirmative defense to claims of insider trading for persons acquiring or disposing of...more

Cooley LLP

Buyer (and Seller) Beware: SEC Adopts Final Rules on 10b5-1 Trading Plans

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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

Paul Hastings LLP

SEC Adopts Amendments Revamping Rule 10b5-1 Trading Regime and Mandating Related Disclosures

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On December 14, 2022, the Securities and Exchange Commission (the “Commission”) adopted amendments bolstering the conditions to be met in order for a person to rely on the affirmative defense from insider trading available...more

Morgan Lewis

SEC Adopts Significant Changes to Rule 10b5-1 Affecting Trading by Insiders

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The US Securities and Exchange Commission (SEC) on December 14, 2022, finalized amendments to Rule 10b5-1 that will both amend the Rule 10b5-1(c)(1) affirmative defense to insider trading liability and create new disclosure...more

Holland & Knight LLP

A Closer Look at the Rule 10b5-1 Amendments Adopted by the SEC

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The U.S. Securities and Exchange Commission (SEC), in a rare unanimous vote, adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) and new disclosure requirements to enhance investor...more

Hogan Lovells

SEC adopts major Rule 10b5-1 amendments and disclosure requirements relating to securities transactions

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On December 14, the SEC adopted long-awaited amendments to Rule 10b5-1 under the Exchange Act that add new conditions for a trading arrangement to qualify for the rule’s affirmative defense against Rule 10b-5 liability for...more

Womble Bond Dickinson

SEC Adopts New Rule 10B-5 Insider Trading Requirements

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On December 14, 2022, the Securities and Exchange Commission (the “SEC”) adopted new rules (i) implementing additional conditions for insiders to rely on the affirmative defense for Rule 10b5-1 trading plans (“10b5-1 plans”)...more

Dorsey & Whitney LLP

SEC Amends Insider Trading Safe Harbor and Requires New Disclosures to Address Insider Trading Risks

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On December 14, 2022, the SEC adopted final rules amending Rule 10b5-1, the safe harbor that allows directors, executive officers and others, including issuers, to engage in securities transactions while in possession of...more

Cooley LLP

Finally, a unanimous vote—SEC adopts new rules on 10b5-1 plans

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At an open meeting yesterday, the SEC voted to adopt new rules regarding Rule 10b5-1 plans. The vote was unanimous—albeit somewhat grudgingly in one case. Still, the notion of unanimity on an important Corp Fin regulation has...more

Goodwin

SEC Enforcement Against Cheetah Mobile Execs Reflects Heightened Scrutiny of 10b5-1 Plans

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​​​​​​​On September 21, 2022, the U.S. Securities and Exchange Commission (“SEC”) charged the CEO, Sheng Fu, and former president, Ming Xu, of Chinese-based technology company Cheetah Mobile Inc. (“Cheetah Mobile” or the...more

BakerHostetler

SEC and DOJ Bring Parallel Crypto Insider Trading Cases; SEC Alleges Nine Coinbase-Listed Tokens Are Securities

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Significant parallel actions commenced this week by the Securities and Exchange Commission (SEC) and the Department of Justice (DOJ) bring crypto fraud enforcement into the spotlight, with the SEC alleging that multiple...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: May 1, 2022

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The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges. ...more

Skadden, Arps, Slate, Meagher & Flom LLP

Revisiting Share Repurchases in Volatile Times

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In light of the recent increased volatility in the global financial markets, a number of companies have raised questions regarding the desirability of repurchasing shares at reduced market prices. This alert addresses...more

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