Securities Exchange Act, Mergers, Acquisitions

Ninth Circuit Affirms Dismissal Of Exchange Act Claims Against Post deSPAC Company, Holding That Shareholders Of The SPAC Lack...

A&O Shearman on 8/13/2024

On August 8, 2024, the United States Court of Appeals for the Ninth Circuit affirmed United States District Judge Yvonne Gonzalez Rogers’s dismissal of a putative securities class action asserting claims under Sections 10(b)...more

Inside the Courts – An Update From Skadden Securities Litigators - December 2023

Skadden, Arps, Slate, Meagher & Flom LLP on 12/5/2023

The U.S. Supreme Court will likely decide before the end of its current term whether the failure to make a disclosure pursuant to Item 303 of Regulation S-K can serve as the basis for a securities fraud claim under Section...more

The 'New' M&A Broker-Dealer Exemption

Fox Rothschild LLP on 7/5/2023

The bane of every start-up company is the never-ending quest to raise capital for its operations. Newly (and not so new) formed companies seemingly would do anything to raise funds. Over the course of many decades, these...more

Inside the Courts – An Update From Skadden Securities Litigators - May 2023

Skadden, Arps, Slate, Meagher & Flom LLP on 6/1/2023

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

Client Alert: M&A Broker Exemption Takes Effect

Neal, Gerber & Eisenberg LLP on 3/31/2023

A new law exempting certain “M&A brokers” from having to register with the SEC took effect on March 29. This will enable many boutique “investment banks” which only engage in transactions with eligible privately held...more

2023 Compensation Committee Handbook

Skadden, Arps, Slate, Meagher & Flom LLP on 3/8/2023

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more

New Federal Statutory M&A Broker ‎Exemption to Take Effect March 29th

Locke Lord LLP on 3/7/2023

On March 29, 2023, a new federal statutory exemption for M&A brokers takes effect by the addition of Section 15(b)(13) to the Securities Exchange Act of 1934 (the “Exchange Act”). The new provision exempts certain M&A brokers...more

New Federal M&A Broker Exemption is a Big Deal!

Goodwin on 1/30/2023

On December 29, 2022, President Biden signed H.R.2617, codifying a federal exemption from SEC registration for small business M&A brokers as new Exchange Act Section 15(b)(13). Limitations exist, as does the requirement to...more

New Omnibus Bill Codifies M&A Broker-Dealer SEC Registration Exemption

Seward & Kissel LLP on 1/18/2023

On December 29, 2022, President Biden signed H.R.2617, the Consolidated Appropriations Act of 2023 (the “Omnibus Bill”), that included a rider in Title V establishing a statutory exemption for certain mergers and acquisitions...more

Second Circuit Affirms Dismissal Of Exchange Act Claims Against Acquired Public Company, Holding That Shareholders Of An M&A...

A&O Shearman on 10/12/2022

On September 30, 2022, a panel of the United States Court of Appeals for the Second Circuit affirmed a decision of the United States District Court for the Southern District of New York dismissing a putative securities fraud...more

Inside the Courts – An Update From Skadden Securities Litigators - May 2022

Skadden, Arps, Slate, Meagher & Flom LLP on 5/24/2022

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and April 2022. Cryptocurrency Derivative Litigation Fiduciary Duties – Bylaws Material...more

Shadow Trading: The SEC’s New Angle on Illegal Insider Trading

Woodruff Sawyer on 3/9/2022

Everyone knows that employees cannot buy or sell securities while in possession of material nonpublic information. However, when we think about material non-public information, we usually think in terms of information...more

SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence

Goodwin on 7/27/2021

SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence; Stockholders Strike $110 Million Settlement In Suit Alleging Breaches Of Fiduciary Duties By Former...more

The Ripples Behind the SPAC Wave

Proskauer - The Capital Commitment on 3/25/2021

The past year saw a burst in popularity of SPACs. More than half of companies that went public in 2020 did so using a SPAC on their way to raising over $80 billion in proceeds, and so far in 2021 SPAC offerings far outpace...more

Poison Pill Deep Dive Series: The Inadvertent Triggering Exception

Morrison & Foerster LLP on 5/28/2020

The first of a six-part series examining six specific and evolving rights plan provisions. An increasing number of companies are choosing to adopt shareholder rights plans (otherwise known as “poison pills”) in response to...more

Proposed 162(m) Regulations Add Another Layer of Executive Compensation Issues in M&A

Holland & Knight LLP on 3/2/2020

The Tax Cuts and Jobs Act of 2017 (TCJA) upended public company compensation structures nationwide. Prior to the TCJA, Section 162(m) of the Internal Revenue Code of 1986, as amended, generally provided for a $1 million...more

Southern District Of New York Dismisses Federal Securities Claims Against Asset Management Company For Failure To Adequately...

A&O Shearman on 10/9/2019

On September 30, 2019, Judge Loretta A. Preska of the United States District Court for the Southern District of New York dismissed federal securities claims brought against a Japanese investment advisor and asset manager (the...more

Inside the Courts – An Update From Skadden Securities Litigators - September 2019

Skadden, Arps, Slate, Meagher & Flom LLP on 10/2/2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May and August 2019....more

Inside the Courts – An Update From Skadden Securities Litigators - June 2019

Skadden, Arps, Slate, Meagher & Flom LLP on 6/12/2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and April 2019. ...more

Supreme Court Hears Argument On Whether Mere Negligence Is Sufficient To Sustain Investor Claims Under Section 14(e) Of The...

A&O Shearman on 4/23/2019

On April 15, 2019, the Supreme Court heard argument in a closely-watched case asking whether mere negligence is sufficient to plead and prove a claim under Section 14(e) of the Securities Exchange Act of 1934 (the “Exchange...more

A Practical Guide to the Regulation of Hedge Fund Trading Activities - Chapter 4: Key Requirements and Timing Considerations of...

Proskauer Rose LLP on 3/21/2019

The Hart-Scott-Rodino Act and Section 8 of the Clayton Act may not receive the same level of focus and attention in the context of Hedge Fund investing as other reporting regimes, but they should. They impose a mandatory...more

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