Securities Exchange Act, Rule 10(b), Rule 10b-5

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

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

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

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

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

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

Insider Trading, Congress and COVID-19: A Renewed Focus on the STOCK Act

Foley Hoag LLP - White Collar Law &... on 4/3/2020

The recently-reported sales of stock by several U.S. Senators following private briefings on the COVID-19 pandemic, apparently allowing them to avoid significant losses before the markets plummeted, have focused attention on...more

Middle District Of Florida Dismisses Securities Fraud Action Against Foodservice Equipment Company For Failure To Plead Scienter

A&O Shearman on 2/19/2020

On February 6, 2020, Judge James S. Moody, Jr. of the United States District Court for the Middle District of Florida dismissed a putative class action asserting violations of Section 10(b) of the Securities Exchange Act of...more

Central District Of California Allows Exchange Act Claims To Proceed Against Non-U.S. Corporate Issuer In Connection With ADRs,...

A&O Shearman on 2/5/2020

On January 28, 2020, Judge Dean D. Pregerson of the United States District Court for the Central District of California denied defendant’s motion to dismiss a putative securities class action brought against a multinational...more

Bharara Task Force Overlooks California Insider Trading Statute

Allen Matkins on 1/29/2020

I have long advocated for a federal statutory definition of insider trading because I believe that the current approach has been for the courts to convict first and then explicate the theory supporting the conviction in a...more

Securities Class Action Filings Continue Record Pace

Skadden, Arps, Slate, Meagher & Flom LLP on 1/22/2020

Several securities litigation trends over recent years show no signs of abating in 2020. Federal securities class action filings seem likely to remain at elevated levels. Last year, for the third consecutive year, more than...more

Prosecutors Not Required to Prove Tipper Received “Personal Benefit” to be Convicted Under Criminal Insider Trading Statute

Polsinelli on 1/9/2020

On December 30, 2019 the Second Circuit issued its opinion in United States v. Blaszczak, finding that the government can criminally prosecute insider trading under 18 U.S.C. 1348 without proving personal benefit to the...more

Not All Sports Betting May Be Legal In Nevada

Allen Matkins on 11/22/2019

Last August, Nevada Secretary of State Barbara Cegavske issued a Summary Order to Cease and Desist on Thomas Becker and Wellington Sports Club, LLC, Einstein Sports Advisory, Ltd., and Welscorp, Inc. The gist of Secretary of...more

District Of Massachusetts Dismisses Exchange Act Claims For Failure To Adequately Allege A Material Misleading Statement Or...

A&O Shearman on 11/19/2019

On November 13, 2019, Judge Leo T. Sorokin of the United States District Court for the District of Massachusetts dismissed a putative securities class action involving claims brought under Sections 10(b) and 20(a) of the...more

Northern District Of Illinois Dismisses Putative Class Action Against In-Flight Internet Provider For Failure To Adequately Allege...

A&O Shearman on 10/29/2019

On October 16, 2019, Judge Jorge L. Alonso of the United States District Court for the Northern District of Illinois Eastern Division dismissed a putative securities class action against an in-flight internet connectivity...more

Northern District Of California Denies In Part Motion To Dismiss Securities Act Claims Against A Medical Technology Company,...

A&O Shearman on 10/29/2019

On October 18, 2019, Judge Edward J. Davila of the United States District Court for the Northern District of California granted in part and denied in part a motion to dismiss a putative class action asserting claims under...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

SEC Chairman Calls for Legal Bulletin on EMMA Disclosures

King & Spalding on 8/30/2019

Is information posted on EMMA subject to greater scrutiny under the antifraud provisions of the federal securities laws than when posted only on an issuer’s website?...more

District Of Maryland Dismisses Exchange Act Claims For Failure To Adequately Allege Scienter

A&O Shearman on 8/27/2019

On August 19, 2019, Judge Richard Bennett of the United States District Court for the District of Maryland dismissed a putative securities class action involving claims brought under Sections 10(b), 20(a) and 20A of the...more

Fifth Circuit Affirms Dismissal Of Putative Securities Class Action Against Home Furnishings Retailer For Failure To Adequately...

A&O Shearman on 8/27/2019

On August 19, 2019, the United States Court of Appeals for the Fifth Circuit affirmed the dismissal by a Northern District of Texas court of a putative securities class action asserting a Section 10(b) claim under the...more

Fifth Circuit Affirms Enron Broker Not Liable to Employee Stock Option Holders for False or Withheld Information

Sheppard Mullin Richter & Hampton LLP on 8/21/2019

Ending a more than 15-year-long legal battle, the Fifth Circuit on May 24, 2019, unanimously affirmed the dismissal of a proposed class action against subsidiaries of UBS AG, alleging violations of U.S. securities laws for...more

Securities Exchange Act › Rule 10(b) › Rule 10b-5

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