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Many claims have been made about the current pace of SEC rulemaking, some inconsistent with reality. The U.S. Chamber of Commerce, for example, has claimed that under Chair Gary Gensler the SEC launched an “unprecedented” “barrage of rulemaking.”[1] A …
On February 6, 2024, the SEC adopted by a 3-2 vote a set of final rules that “further define” terms used in the statutory definition of “dealer,” adjusting the “dealer-trader” distinction in a way that could significantly expand the scope …
On January 16, 2024, the U.S. Supreme Court held oral argument on a question that could have significant consequences for securities litigants: whether a failure to disclose information under Item 303 of Regulation S-K is, standing alone, an actionable omission …
Today [February 8], the Commission voted to adopt amendments to Form PF, an important reporting tool whereby the Commission and the Financial Stability Oversight Council (FSOC) receive reporting from private fund advisers. I am pleased to support the adoption because
Managers have strong incentives to present a favorable image of their companies to investors, analysts, and the public, raising concerns about the credibility of voluntary disclosures. These concerns are particularly severe for unaudited forward-looking disclosures because they are often qualitative …
On January 16, 2024, the Securities and Exchange Commission announced a settled enforcement action against JP Morgan Securities, LLC (“JPMS”) for violating Rule 21F-17(a) of the Securities Exchange Act of 1934.[1] Like other recent 21F-17(a) cases brought by the …
Few topics in the corporate and securities law literature are as controversial as securities class actions – that is, actions in which shareholders of public firms seek to collectively obtain compensation for damages resulting from false or misleading statements in …
Plaintiffs asserted securities class actions at elevated levels in 2023 — a sign that filings will remain high in the year ahead. Based on data from Cornerstone Research through Sept. 30, 2023, plaintiffs were on pace to file approximately 216 …
Today [January 30], the Commission denied a Petition for Rulemaking[1] to amend Rule 202.5(e), more commonly known as the Commission’s no-admit/no-deny policy. I was pleased to support the Commission’s decision.
The Commission’s no admit/no deny policy was adopted in
I dissent from the Commission’s denial of a petition to amend Rule 202.5(e), our so-called gag rule.[1] This de facto rule follows from the Commission’s enforcement of its policy, adopted in 1972, that it will not “permit a defendant
Today [January 24], the Commission is considering whether to adopt final rules that will strengthen protections for investors in special purpose acquisition companies (SPACs). I am pleased to support these final rules because they will better align the protections investors
Today [January 24], the Commission considers a lengthy adopting release of nearly 600 pages that extensively describes numerous disclosure, dissemination, forward looking statement, liability, and accounting provisions purportedly designed to advance investor protection and facilitate capital formation for special purpose …
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. It started with the notion that trading securities of a company based …
I am honored to be delivering the Alan B. Levenson Keynote Address before so many distinguished securities law practitioners. Alan’s legacy and work at the Commission staff still resonates on the securities industry and market participants today.
Alan served as
Company insiders will typically possess material non-public information (MNPI) about their companies. To allow them to trade, the SEC in 2000 adopted Rule 10b5-1, which provides an affirmative defense to insider trading liability if the trades are made pursuant to …
On January 10, the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) announced parallel resolutions with SAP, a German software company, to resolve investigations into violations of the Foreign Corrupt Practices Act (FCPA). According to the resolutions, …
On December 26, 2023, the Second Circuit in In re Philip Morris Int’l Inc. Securities Litigation issued a decision on two matters of first impression relating to falsity in the securities fraud context. [1] First, the court held that statements …
In a typical year, the Securities and Exchange Commission (SEC) brings a few dozen enforcement cases against individuals for insider trader. These cases are typically settled before a decision by a court. Many of the issues raised by insider selling …