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In a pair of orders issued this month, the U.S. Supreme Court signaled plans to provide further guidance in its upcoming Fall term concerning application of the heightened standard for pleading securities fraud claims mandated by the Private Securities Litigation Reform Act of 1995 (“PSLRA”).

For more than a decade, the U.S. Securities and Exchange Commission (the “SEC”) has been able to bring enforcement actions in either federal court or the agency’s internal venue.

E-Trade was considering banning one of its users Keith Gill, known as Roaring Kitty, after he disclosed a significant stock position on social media. To comment on the issue, Rebecca Fike first appeared on CNBC and addressed the legality of publicly sharing stock holdings when followed by millions, which can have a significant impact on the market.

On April 12, 2024, the U.S. Supreme Court unanimously held that, in the absence of an otherwise misleading statement, a failure to disclose information required by Item 303 of Regulation S-K (“Item 303”[i]) does not support a private action under Section 10(b) of the Securities and Exchange Act of 1934 (“Section 10(b)”).

The Securities and Exchange Commission (“SEC”) caught the attention of the corporate and investment world in August 2021 when it filed an insider trading action against biopharmaceutical company employee Matthew Panuwat based on a “shadow trading” theory.

Another Southern District of New York (“SDNY”) court has sided with the Securities and Exchange Commission (“SEC”) in its enforcement campaign against the unregistered sale of cryptocurrency assets.

Yesterday, in a much anticipated decision, the Delaware Supreme Court held in In re Match Group, Inc. Derivative Litigation that every member of a special committee must be independent in order to satisfy the MFW framework and obtain business judgment deference for a conflicted-controller transaction.

A Delaware Court of Chancery opinion issued last week calls into question the common practice of corporate boards approving draft merger agreements.Michael Holmes, Craig Zieminski, Jeff Crough, Christina Peterman

After more than three years of regulatory investigation and litigation, Robinhood Financial LLC (“Robinhood”) recently agreed to overhaul its digital engagement practices and pay a $7.5 million fine to settle charges with the Massachusetts Secretary of State Securities Division (the “MA Securities Division”) for violating the Massachusetts Uniform Securities Act, among other things, by employing certain “gamification” features into its phone-application based retail investment platform.

On November 14, the Securities and Exchange Commission (“SEC”) published its 2023 annual enforcement report which revealed a continuation of 2022’s record-setting enforcement activity.

Evaluating a broad spectrum of challenges raised by the U.S. Chamber of Commerce and others, a unanimous panel of the U.S. Court of Appeals for the Fifth Circuit recently held that the SEC failed to provide a sufficient rationale to justify its Share Repurchase Disclosure Modernization Rule (the “Final Rules”), rendering the Final Rules arbitrary and capricious.

In this program, we focused on SEC developments affecting, and practical aspects of preparing for, public companies’ annual meetings and annual reports.