Law 360 M&A

MARCH 21, 2024

Securities and Exchange Commission can convince jurors hearing its first-ever "shadow trading" case next week to find a former executive in the wrong for buying up a competitor's securities while having insider information about his own company, the floodgates could open to civil and criminal prosecution of other corporate insiders under the novel (..)

52

52

Law 360 M&A

MARCH 26, 2024

Securities and Exchange Commission's allegations that he engaged in insider trading regarding an impending acquisition, the agency announced Tuesday. The billionaire founder of technology company Arista Networks Inc. will pay a nearly $1 million fine to settle the U.S.

Technology 52

Technology 52

Reynolds Holding

APRIL 25, 2024

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.” The SEC now requires annual disclosure of an issuer’s insider trading policies and procedures.

Compliance 45

Compliance Marketability 45

Harvard Corporate Governance

DECEMBER 16, 2022

SEC Finalizes Proxy Vote Reporting Changes: New Form N-PX. SEC Finalizes Proxy Vote Reporting Changes: New Form N-PX. Statement by Commissioner Uyeda on Final Amendments to Rule 10b5-1 and Other Insider Trading Requirements. Tags: 10b5-1 , Corporate governance , EDGAR , MNPI , SEC , SEC enforcement.

Compliance 243

Compliance Finance 243

Law 360 M&A

FEBRUARY 16, 2024

Securities and Exchange Commission's insider trading case against a former executive from modular home manufacturer Cavco Industries Inc. An Arizona federal judge on Friday paused the U.S. after the two sides reached a settlement in principle on the agency's 2017 claims.

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52

Law 360 M&A

FEBRUARY 5, 2024

Securities and Exchange Commission has reached a settlement resolving its civil claims against a former Goldman Sachs banker convicted of insider trading, according to a motion for consent judgment filed in New York federal court Monday.

52

52

Harvard Corporate Governance

JANUARY 26, 2023

Related Program research includes Insider Trading Via the Corporation (discussed on the Forum here ) by Jesse Fried. Goldstein is an Associate at Schulte Roth & Zabel LLP. This post is based on their SRZ memorandum.

235

235

Harvard Corporate Governance

OCTOBER 17, 2022

Related research from the Program on Corporate Governance includes Insider Trading Via the Corporation (discussed on the Forum here ) by Jesse M. An Active Rulemaking Period with Gary Gensler at the Helm of the SEC. Rulemaking Activity. Proposed Rule on Share Repurchase Disclosures.

Equity 205

Equity 205

Law 360 M&A

JANUARY 5, 2024

Securities and Exchange Commission's first-of-its-kind enforcement action against an individual in a case involving "shadow trading" demarcates an expansion of insider trading liability to circumstances in which there is a market connection between the source of information and the issuer of the securities traded, say attorneys at Steptoe.

Marketability 52

Marketability 52

Reynolds Holding

APRIL 14, 2024

The case – SEC v. Panuwat [1] — is an SEC civil case that represented the first time the SEC has tested its “shadow trading” theory of insider trading. Nearly all insider trading cases involve a misappropriation of material nonpublic information from the issuer. O’Hagan , 521 U.S.

Marketability 105

Marketability Banking 105

Harvard Corporate Governance

AUGUST 24, 2022

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. SEC Holds Chief Compliance Officer (CCO) Liable for Failing to Implement Policies and Procedures.

Data Analysis 230

Data Analysis Compliance 230

Harvard Corporate Governance

APRIL 15, 2024

Two developments have transformed the detection of corporate fraud since the global financial crisis: the SEC whistleblower bounty program (WBP) and the rise of activist short sellers. The WBP is now an outsourcing program: the SEC uses the WBP to pay private professionals to do work that traditionally would have been done by its own staff.

Finance 117

Finance 117

Harvard Corporate Governance

AUGUST 9, 2023

At an open meeting on Wednesday last week, the SEC voted, three to two, to adopt final rules on cybersecurity disclosure. According to SEC Chair Gensler, “[w]hether a company loses a factory in a fire—or millions of files in a cybersecurity incident—it may be material to investors….Currently, Posner is Special Counsel at Cooley LLP.

Marketability 246

Marketability Technology 246

Harvard Corporate Governance

SEPTEMBER 15, 2023

Cogan , Takeovers , Unocal , Van Gorkom , Vogelstein , Weinberger SEC Finds Forms 12b-25 Not Up to Snuff Posted by Cydney S. on Tuesday, September 12, 2023 Tags: CEOs , Investment Stewardship , Proxy voting , SEC ESG Reporting for Private Companies Posted by David A. Oak Industries , Managerialism , Proceduralism , Revlon , Simons v.

Banking 188

Banking Marketability 188

Harvard Corporate Governance

MARCH 12, 2023

Highlights: Aggressive Positions Leading to Increased Penalties and Other Prophylactic Remedies : The SEC obtained a record $4.2 2] The SEC also required admissions and engagement of compliance consultants in a number of high-profile matters. billion in penalties. [1] billion in penalties. [1] more…)

Compliance 236

Compliance 236

Harvard Corporate Governance

JANUARY 27, 2023

Securities and Exchange Commission, on Wednesday, January 25, 2023 Tags: Cryptoassets , Data science , Investor protection , SEC , SEC enforcement , Strategic Plan Amendments to Rules Governing Trading Plans and Insider Filings Posted by Eleazer Klein, Adriana Schwartz, Daniel A. Schobel, and Erica E. Richman, John R.

Banking 185

Banking Finance Equity Marketability 185

Harvard Corporate Governance

APRIL 5, 2024

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, April 5, 2024 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of March 29-April 4, 2024 Legal Risk and Insider Trading Posted by Marcin Kacperczyk (Imperial College London) and Emiliano S. Posted by Jill E.

Technology 100

Technology Marketability 100

Reynolds Holding

APRIL 14, 2024

The background to the SEC’s case is discussed in our previous client alerts on the court’s denial of Panuwat’s motion to dismiss and later denial of his motion for summary judgment. The SEC is seeking a fine up to three times Panuwat’s trading gain and to bar Panuwat from serving as an officer or director of any public company.

Marketability 45

Marketability 45

Harvard Corporate Governance

NOVEMBER 9, 2023

we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. Serfoss, Jina Choi , and Justin Kareem Rezkalla. more…)

Marketability 219

Marketability 219

Benzinga

MARCH 28, 2024

Andreas Bechtolsheim , founder and chief architect of Silicon Valley-based technology company Arista Networks Inc (NYSE: ANET ), this week agreed to settle charges of insider trading, paying a civil penalty of nearly $1 million.

Technology 64

Technology Equity Marketability 64

Reynolds Holding

JANUARY 2, 2024

Few types of behavior attract as much attention in corporate and securities law as insider trading – that is, securities transactions based on material non-public information (MNPI). [1] Since the 1980s, the “classical theory” was the primary doctrine that courts employed to prevent insider trading.

Marketability 103

Marketability 103

Harvard Corporate Governance

JUNE 23, 2023

Sternheim, Fried, Frank, Harris, Shriver & Jacobson LLP, on Sunday, June 18, 2023 Tags: Disclosure , Section 11 , Securities Act , Shareholder litigation , stock purchases , Supreme Court The SEC’s Climate Change Disclosure Rules are in Double Constitutional Trouble Posted by Donald J. Posted by Eliezer M.

Alpha 234

Alpha 234

Harvard Corporate Governance

MARCH 24, 2023

Steinberg (Southern Methodist University) , on Monday, March 20, 2023 Tags: disclosure requirements , legal framework , Mandatory Disclosure , Rule 506 , SEC enforcement , Transparency Developments in Securities Fraud Class Actions Against U.S. Blaszczak Continues to Reshape Insider Trading Law Posted by Charles J.

Equity 219

Equity 219

Harvard Corporate Governance

OCTOBER 9, 2023

Recent Proxy and Annual Report Developments INSIDER TRADING DISCLOSURES Environmental and Social Matters Additional Annual Report and Proxy Statement Matters In December 2022, the U.S. Securities and Exchange Commission (the “SEC”) amended rules relating to insider trading arrangements and related disclosures.

Total Shareholder Return 188

Total Shareholder Return Equity Compliance Marketability 188

Harvard Corporate Governance

DECEMBER 22, 2023

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, December 22, 2023 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of December 15-21, 2023 Investor Alliances: The Infrastructure For Climate Stewardship Posted by Amelia Miazad (University of California at Davis), on Friday, (..)

Dividends 100

Dividends Banking Compliance 100

Harvard Corporate Governance

JANUARY 17, 2023

Related research from the Program on Corporate Governance includes Insider Trading via the Corporation (discussed on the Forum here ) by Jesse M. SEC Rule 10b5-1 Implications and Considerations. Summary of Key Provisions. the stock transaction was not entered into based on material nonpublic information).

Equity 169

Equity Banking 169

Law 360 M&A

SEPTEMBER 28, 2023

Securities and Exchange Commission to collectively pay at least $341,000 to resolve allegations they illegally obtained $650,000 in profits from insider trading. Three siblings from California have made deals with the U.S.

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40

Law 360 M&A

JULY 18, 2023

Securities and Exchange Commission roughly $82,000 to resolve allegations that he engaged in insider trading of a biopharmaceutical company's stock prior to an announcement that his employer would acquire the company. A former Merck & Co. regulatory affairs executive has agreed to pay the U.S.

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40

Harvard Corporate Governance

JANUARY 18, 2024

In this client update, we highlight key considerations public companies should keep in mind when preparing their proxy statements for their 2024 annual meetings, including guidance published by the U.S.

Total Shareholder Return 124

Total Shareholder Return 124

Harvard Corporate Governance

OCTOBER 14, 2022

SEC charges executives with insider trading—10b5-1 plan provided no defense. Tags: Disclosure , ESG , SEC , shareholder advocacy , Supply chain , Transparency. Carlson, and David A. Schuette, Mayer Brown LLP, on Saturday, October 8, 2022. What It Means for a Board To Exercise Oversight. Posted by Stephen F. Posted by J.

Compliance 217

Compliance Equity Technology 217

Reynolds Holding

JANUARY 21, 2024

Company insiders will typically possess material non-public information (MNPI) about their companies. The SEC recently adopted amendments to Rule 10b5-1 designed to curb some of the more egregious practices, including a requirement for a cooling-off period between the adoption of the plan and the onset of trading. [2]

Corporate Finance 59

Corporate Finance Finance 59

Harvard Corporate Governance

JUNE 16, 2023

Kristina Littman, and Adam Aderton, Willkie Farr & Gallagher LLP, on Wednesday, June 14, 2023 Tags: Bankruptcy , Cryptocurrency , Financial institutions , Financial regulation , Monetary policy , SEC enforcement Market Power, Not Consumer Welfare: A Return to the Foundations of Merger Law Posted by Eric A.

Treasury 185

Treasury Marketability 185

Law 360 M&A

SEPTEMBER 15, 2023

product manager in California to pay more than $150,000 to settle claims that she traded on nonpublic information about the tech company's planned acquisitions. Securities and Exchange Commission has ordered an ex-Lumentum Holdings Inc.

40

40

Harvard Corporate Governance

OCTOBER 21, 2022

Venture Capital Advisers Not Off-Limits for SEC Scrutiny. Insider Trading Disclosure Update. Tags: Climate change , climate disclosures , Disclosure , ESG , Esg governance , SEC enforcement , Securities regulation. Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Friday, October 14, 2022.

Capital Structure 199

Capital Structure Equity Compliance Banking 199

Harvard Corporate Governance

APRIL 8, 2022

The SEC’s Proposed New Short Disclosure/Sale Requirements. SEC Proposes Unprecedented Cybersecurity Rules and Reporting Requirements. Materiality in Recent SEC Comments on Climate Disclosure. SEC Proposes Rules Enhancing Cybersecurity Disclosures. SEC Proposes Short Sale Disclosure Rules. Posted by Kevin J.

Finance 206

Finance Banking Equity Technology 206

Harvard Corporate Governance

APRIL 13, 2022

Key Points: The SEC has indicated that it will continue its focus on SPACs, including by proposing rules to further regulate SPACs this spring, which could lead to increased SEC enforcement activity involving SPACs and de-SPAC’ed public companies. SEC Enforcement Division Continues Focus on SPACs.

Marketability 219

Marketability 219

Reynolds Holding

JANUARY 22, 2024

Illegal insider trading is the weird Barbie of securities regulation, a concept that, like the movie-version of the doll, has been pushed and pulled and misshapen over time. 1] It was subsequently limited to those traders who also had a duty to the shareholders of the entity whose securities were being traded. [2]

Banking 64

Banking Marketability 64