Securities Exchange Act, Rule 10(b)

Central District Of California Grants Motion To Dismiss Putative Securities Class Action Against Plant-Based Meat Substitute...

A&O Shearman on 8/20/2024

On August 9, 2024, Judge Michael W. Fitzgerald of the United States District Court for the Central District of California granted a motion to dismiss a putative securities class action against a producer of plant-based meat...more

California District Court Grants Motion To Dismiss Investor Class Action Against Rideshare Company

A&O Shearman on 5/23/2024

On May 14, 2024, Judge Rita F. Lin of the United States District Court for the Northern District of California granted a motion to dismiss a putative securities class action against a ridesharing company (the “Company”) and...more

Supreme Court Unanimously Holds Item 303 Violation, Standing Alone, Cannot Support A “Pure Omission” Claim Under Section 10(b) Of...

A&O Shearman on 4/16/2024

On April 12, 2024, the United States Supreme Court unanimously reversed a decision of the United States Court of Appeals for the Second Circuit which held that Section 10(b) of the Securities Exchange Act of 1934 permitted a...more

Supreme Court Holds Item 303 Omissions Are Not Actionable Under Section 10(b) of Exchange Act

Skadden, Arps, Slate, Meagher & Flom LLP on 4/15/2024

On April 12, 2024, the Supreme Court unanimously reversed and vacated the Second Circuit’s decision in Macquarie Infrastructure Corporation v. Moab Partners, L.P. Justice Sonia Sotomayor delivered the opinion for the Court....more

Is The SEC's Shadow Trading Win Proof That There Is A Federal Common Law Of Crime After All?

Allen Matkins on 4/8/2024

Last week, the U.S. Securities and Exchange Commission's Director of Enforcement celebrated a jury verdict in its insider trading case against Matthew Panuwat...more

Second Circuit Confirms that Item 303 Disclosure Violations May Support Section 10(b) Liability in Reviving Claims Based on...

Cadwalader, Wickersham & Taft LLP on 4/4/2023

In a recent decision, Moab Partners, L.P. v. Macquarie Infrastructure Corporation, the U.S. Court of Appeals for the Second Circuit vacated a lower court’s dismissal of claims under Section 10(b) of the Securities Exchange...more

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

Eversheds Sutherland (US) LLP on 1/5/2023

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

Dismissal of Putative Securities Class Action for Plug Power Inc.

Goodwin on 10/20/2022

On September 29, 2022, U.S. District Judge Edgardo Ramos of the Southern District of New York dismissed a putative securities class action against Plug Power Inc. and certain of its officers. Plaintiff brought suit...more

SEC Continues Scrutiny of Municipal Bond Offerings

Goodwin on 9/1/2022

The SEC recently brought fraud charges against Sterlington, Louisiana and its former mayor and separately against Rochester, New York and its former executives and Rochester’s municipal advisors and principals/owners...more

First Circuit Affirms Denial Of Motion To Dismiss Securities Fraud Class Action, Finding Plaintiffs Failed To Allege Any...

A&O Shearman on 8/24/2022

On August 18, 2022, a unanimous panel of the United States Court of Appeals for the First Circuit affirmed a decision by the United States District Court for the District of Rhode Island granting a motion to dismiss a...more

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

BakerHostetler on 7/25/2022

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

What Constitutes a Misleading Statement in a Company’s Response to a Data Breach?

Pietragallo Gordon Alfano Bosick & Raspanti,... on 6/28/2022

Takeaway: To ensure investor safety and emphasize a commitment to user privacy, corporate executives and similarly-situated high ranking officers must not provide any statements or omissions that affirmatively create a...more

Middle District Of Tennessee Certifies Class In Suit Over Healthcare Company’s $1.3 Billion Acquisition Of Diet Company, Finding...

A&O Shearman on 6/14/2022

On June 7, 2022, Judge Waverly D. Crenshaw, Jr. of the United States District Court for the Middle District of Tennessee granted a motion for class certification in a putative class action against a healthcare company (the...more

Marriott Investor’s Security Fraud Claims Arising from Data Breach Rejected by Fourth Circuit

Smith Anderson on 5/19/2022

The Fourth Circuit dismissed an investor’s lawsuit against a hotel chain that had been subject to a data breach, ruling that the company had not made false or misleading public statements about its protection of customer...more

SEC Obtains Consent Judgments Against Biotechnology Company and CEO for False COVID-19 Product Claims

Goodwin on 5/4/2022

On April 19, 2022, Judge James R. Knepp II of the U.S. District Court for the Northern District of Ohio approved consent judgments against biotechnology firm Rising Biosciences, Inc. and its CEO Arthur Hall for violations of...more

Cybersecurity, False Statements and Omissions

Dorsey & Whitney LLP on 4/28/2022

Cybersecurity and the related disclosures can be critical issues for any company in today’s environment. This question is at the center of a recent decision by the Fourth Circuit Court of Appeals....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

SEC Sets the Table for Stricter Rule 10b5-1 Insider Trading Plans and Enhanced Disclosures for Company Repurchases

McDermott Will & Emery on 12/20/2021

Earlier this week, the US Securities and Exchange Commission (SEC) proposed amendments to Exchange Act Rule 10b5-1 that would impose new restrictions and disclosure requirements for (1) trading plans that afford executives...more

Blog: Is this insider trading?

Cooley LLP on 8/19/2021

On Tuesday, the SEC announced that it had filed a complaint in the U.S. District Court charging a former employee of Medivation Inc., an oncology-focused biopharma, with insider trading in advance of Medivation’s announcement...more

Securities Litigation Update: First Circuit Holds That Future-Focused Risk Disclosures Are Not Misleading Absent “Grand...

Cadwalader, Wickersham & Taft LLP on 8/9/2021

On July 9, 2021, in Karth v. Keryx Biopharmaceuticals, Inc., the U.S. Court of Appeals for the First Circuit affirmed entry of judgment for the defendants in a putative class action asserting violations of Section 10(b) of...more

District of Massachusetts Finds Optimistic Statements Do Not Amount to Actionable Securities Fraud

Troutman Pepper on 8/6/2021

A recent decision out of the U.S. District Court for the District of Massachusetts (District of Massachusetts) reaffirms the ability of pharmaceutical companies to make optimistic public statements about clinical trials...more

District Court Takes Judicial Notice of SEC Order in Denying Motion to Dismiss Shareholder Claims

Proskauer - Corporate Defense and Disputes on 6/16/2021

In our previous post, Under Armour Inc. Pulls Sales Forward, SEC and Stockholders Push Back, we discussed Under Armour Inc.’s recent settlement with the SEC, under which Under Armour agreed to pay $9 million for alleged...more

Failure to Cruise Past the Pleading Requirements in the Norwegian Cruise Lines Securities Class Action

Proskauer - Corporate Defense and Disputes on 5/4/2021

On April 10, 2021, the United States District Court for the Southern District of Florida dismissed a securities class action complaint against Norwegian Cruise Lines (“NCL”) relating to the company’s disclosures made as the...more

Federal Fraud Statutes - Not A Short Cut to Proving Insider Trading

Dorsey & Whitney LLP on 1/27/2021

The question of what constitutes insider trading has been litigated for decades. Many thought that a series of Supreme Court cases such as Dirks v. SEC, 462 U.S. 646 (1983) and its progeny had largely resolved the question...more

Southern District Of New York Dismisses Securities Fraud Action Against Chinese Internet Company Based On Confidential Witness...

A&O Shearman on 8/25/2020

On August 14, 2020, United States District Judge Paul A. Engelmayer dismissed with prejudice a putative securities class action against a Chinese internet company (the “Company”) and its co-founders and a director under...more

Securities Exchange Act › Rule 10(b)

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