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  • John C. Coffee, Jr. – Boeing and the Future of Deferred Prosecution Agreements By John C. Coffee, Jr.
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Editorial Board John C. Coffee, Jr. Edward F. Greene Kathryn Judge

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insider trading

When AI Follows the Rules but Misses the Point

By Wei Jiang July 2, 2025 by renholding

When a team of researchers asked an artificial intelligence system to design a railway network that minimized the risk of train collisions, the AI delivered a surprising solution: Halt all trains entirely. No motion, no crashes. A perfect safety record, …

Comment  

The Placebo Effect of Insider Dealing Regulation

By Luca Enriques, Yoon-Ho Alex Lee and Alessandro Romano June 17, 2025 by renholding

In a recent article, we explore the curious case of how regulators in the EU, UK, and United States treat two forms of insider trading — what we call “traditional insider trading” and “shadow trading.” The former, familiar to …

Comment  

Supreme Court’s Recent Interpretation of Wire Fraud Confirms Confidential Government Information Is Property

By Donna M. Nagy June 11, 2025 by renholding

For nearly 40 years, regardless of whether confidential information belonged to a governmental entity or a private-sector business, its misappropriation could be prosecuted as a property crime. Lower federal courts relied on Carpenter v. United States,[1] a well-known …

Comment  

Does CEO Insider Trading Lead Non-CEOs to Follow Suit?

By Thomas J. Chemmanur, Cheng Jiang, Lukai Yang and Jingyu Zhang January 27, 2025 by renholding

Stock trading by corporate insiders has long drawn interest because of its implications for corporate governance, market integrity, and regulatory oversight. However, the question of whether and how CEOs’ non-routine insider trading influences the trading behavior of other insiders remains …

Debevoise & Plimpton Discusses Key Considerations for the 2024 Annual Reporting Season

By Eric T. Juergens, Benjamin R. Pedersen, Paul M. Rodel, Alice Gu and Amy Pereira November 22, 2024 by ngodridge

As November comes to an end, the busy annual reporting and proxy season begins for many public companies. In this Client Update, we highlight key considerations for public companies when preparing their annual reports on Form 10-K or Form 20-F, …

SEC Buyback Reform Would Give Investors a Shot at Exposing Corporate Shenanigans

By Lynn Bai November 6, 2024 by renholding

In May 2023, the SEC adopted new disclosure rules on company stock buybacks (“New Disclosures”) to help investors better evaluate whether the buybacks serve management’s personal interest at the expense of the company and its shareholders. The New Disclosures would …

Where Do Corporate Insiders Trade?

By Alexander Hübbert and Lars L. Nordén October 29, 2024 by renholding

The venue for stock trading is important. Exchanges provide high immediacy and transparency, while dark markets are slower and more opaque.[1] Traders generally prefer exchanges when they want to capitalize on information before it becomes known but value dark markets …

Wachtell Lipton Discusses DOJ Insider Trading Verdict Based on Use of 10b5-1 Plans

By John F. Savarese, Wayne M. Carlin, David B. Anders, Randall W. Jackson and Michael W. Holt June 28, 2024 by renholding

Last week, a jury in Los Angeles returned a verdict in United States v. Peizer, finding that a company executive engaged in insider trading when, after learning of the likely termination of the company’s most important customer relationship, he …

John C. Coffee, Jr. — “Shadow Trading” and the Common Law of White Collar Crime

By John C. Coffee, Jr. April 15, 2024 by renholding

A fascinating legal soap opera is now underway following a trial just completed in California. The issues are new, novel, and important in one sense, but old, familiar, and important in another. The case – SEC v. Panuwat[1] — …

1 Comment  

Paul Weiss Discusses Verdict in SEC “Shadow Trading” Case

By Andrew J. Ehrlich, Gregory F. Laufer, Jessica S. Carey, Richard C. Tarlowe and Udi Grofman April 15, 2024 by renholding

On Friday, April 5, 2024, a jury in the Northern District of California found that the SEC had established that Defendant Matthew Panuwat, a former senior director of business development at biopharmaceutical firm Medivation, was liable under a civil misappropriation …

How Corporate Insiders Perceive CEO Inside Debt

By Eric R. Brisker, Dominique Outlaw and Aimee Hoffmann Smith March 18, 2024 by renholding

The media often highlights hefty CEO compensation packages featuring lucrative stock grants, restricted shares, and stock options. The rationale for offering such equity-type compensation to top executives is to align the interests of managers and shareholders to mitigate agency conflicts …

Regulate Congressional Trading Through Registration Under the  Securities Laws

By Sarah J. Williams January 23, 2024 by renholding

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 …

1 Comment  

How to Curb Abuses of Insider Abstention and Rule 10b5-1 Plans

By David Rosenfeld January 22, 2024 by renholding

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 …

Why Is the Number of Securities Class Actions Alleging Insider Trading Dropping?

By James J. Park January 11, 2024 by renholding

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 …

How the Misappropriation Theory Affects the Amount of Insider Trading

By Fernan Restrepo January 3, 2024 by renholding

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]  Yet there is very limited empirical evidence on whether the law effectively …

Do Hedge Funds Exploit Material Nonpublic Information from Bankrupt Companies?

By Wei Wang, Yan Yang and Jingyu Zhang December 20, 2023 by renholding

Unsecured debt of distressed companies is a popular investment for certain hedge funds, not least because it often allows the funds to serve on a distressed company’s unsecured creditors’ committee (UCC) shortly after the firm files for Chapter 11 bankruptcy. …

Debevoise Discusses Supreme Court Case on Whether a Private Right of Action Exists for Deficient MD&A

By Matthew Kaplan, Maeve O’Connor, Jonathan Tuttle, Benjamin Pedersen and Anna Moody October 23, 2023 by renholding

The Supreme Court has agreed to hear an appeal relating to whether there is a private right of action for omissions from the disclosures required by Item 303 of Regulation S-K (i.e., Management’s Discussion and Analysis of Financial Condition and …

Why Prosecuting Executives for Securities Fraud Is So Difficult

By James J. Park October 12, 2023 by renholding

In a new essay, I examine public company wrongdoing by focusing on securities fraud.

In general, there are two main reasons why companies commit wrongful acts. The first is that managers have incentives to further their own interests. They may …

Does Common Ownership Constrain Rent Extraction by Managers?

By Shenglan Chen, Hui Ma, Qiang Wu and Hao Zhang September 20, 2023 by renholding

Over the past four decades, the share of U.S. public firms held by institutional investors who concurrently invest in other firms within the same industry – common ownership – has increased fivefold. While some argue that common ownership has anticompetitive …

Clandestine Corporate Political Spending as Illicit Insider Trading

By Michael R. Siebecker June 15, 2023 by renholding

Fueled by the landmark decision in Citizens United, which granted corporations essentially the same political speech rights as humans, corporations continually attempt to control political outcomes, ostensibly to promote shareholder value.[1]  During the 2022 election cycle, corporations and business …

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Each business day, our team sifts through blog posts, news stories, and other sources to keep up-to-date on relevant recent developments. The following links will take you to our recommended selections. To see the sources we follow click Filter Sources.

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Reuters
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July 15, 2025
D&O Diary
Is DExit Debate at Inflection Point?
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LinkedIn
Few Insider Trading Cases at SEC
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Securities Regulation and Corporate Governance Monitor
SEC Issues Update to Beneficial Ownership Reporting C&DIs
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Deal Lawyers.com
Delaware Supreme Court Affirms Fair-Dealing Analysis in Squeeze-Out Case
July 15, 2025
Reuters
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Wall Street Journal
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SEC Drops Major Mutual Fund Case
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Does “The” Alter Exclusion’s Meaning?
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SEC Fraud Enforcers Keeping Pace
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X Chief Says She Is Stepping Down
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DOJ Bulk Data Grace Period Near End
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Chancery Clarifies Duty of Candor
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Biggest AI Risk: Denying Employees AI
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LinkedIn
Delaware SB21 May Revive Appraisals
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SEC’s “Finder” Exemption Back in Play
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Business Law Prof Blog
The First Caremark Trial Is Imminent
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Bloomberg
Apple Loses Top AI Exec to Meta
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Delaware Business Litigation Report
Chancery OKs Ouster of LLC Investor
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Freshfields' A Fresh Take
Scotus Takes Case on Securities Suits Against Registered Investment Funds
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The Governance Beat
SEC Revises Two (and Withdraws One) Legal Proceeding Disclosure CDIs
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DOJ Issues First Declination Under Merger-Related Safe Harbor Provision
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Reuters
EU Antitrust Suit Strikes Google AI
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D&O Diary
Covid Securities Suit Hits Petco
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Bloomberg
SEC Settles With SolarWinds
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CooleyXchange
How Texas Treats Share Controllers
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Bloomberg
Trump Strikes Vietnam Trade Deal
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Reuters
Democratic FCC Commissioner Blasts Paramount Settlement with Trump
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Cooley Alert
Glass Lewis Previews Pay-for-Performance Model for 2026 Proxy Season
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Foley Blog
Human Factor Matters in M&A
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Nevada Biz Court Approval Pending
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Wall Street Journal
California Ditches Environmental Law
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Bloomberg
Bill Gives Chipmakers Bigger Tax Credit
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New York Times
BP Was Once a Hunter, Now Prey
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Reuters
DOGE Eyes SPACs, SEC Policies
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Deal Lawyers.com
Chancery Talks M&A Price Adjustment
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Bloomberg
Apple Can’t Shake DOJ Antitrust Case
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New York Times
Investors Fear Shadow Fed Chair
June 30, 2025
Freshfields' A Fresh Take
SEC Changes Course on Priorities
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D&O Diary
Securities Suits Filed at 2024 Pace
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Deal Lawyers.com
Delaware Chancery OKs Claims of Tortious Interference With a Deal
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Investor Suits Hit Weight Loss Drugs
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Bloomberg
SEC Rethinks Market Surveillance Tool
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Ripple Battle With SEC Is Over
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SEC Issues Report on Changes in M&A
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Bloomberg
Trade Deals Stall on More Tariffs Fear
June 26, 2025
Reuters
Elon Musk Confidant Exits Tesla
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Dealbook
Trump Weighs Fed Chair Shakeup
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Wall Street Journal
Public May Soon Bet on SpaceX Stock
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Business Law Prof Blog
Ripple Has Juice, but Not at SDNY
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Bloomberg
GOP Mulls Mega-Rich Tax in Trump Bill
June 25, 2025
Wall Street Journal
Shell in Early Talks to Acquire BP
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Reuters
Fannie, Freddie to Consider Crypto Holdings in Making Loan Assessments
June 25, 2025
Dealbook
OpenAI Eyes Autonomous Vehicle Biz
June 25, 2025
Sidley Enhanced Scrutiny
Texas Tweaking Its Business Court
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Reuters
CFPB Cuts Cost Consumers $18 Bln?
June 24, 2025
Delaware Business Litigation Report
Delaware Supreme Court Nixes Suit over TripAdvisor’s Move to Nevada
June 24, 2025
Freshfields' A Fresh Take
DOJ Gives Illegal-DEI Cases Priority
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The Governance Beat
Vanguard to Split Into Two Advisers
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D&O Diary
How AI May Change MD&A Language
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New York Times
Boeing Quiet at Paris Air Show
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Freshfields' A Fresh Take
Industry Bureau Rescinds AI Rule
June 23, 2025
The Governance Beat
Texas Seeks to Limit Proxy Advisers
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Bloomberg
U.S. Audit Board Survives GOP Axe
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Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Addresses Notice Provisions for Redemption Requests
June 23, 2025
D&O Diary
Suit Says Reddit Downplayed Impact of Google AI-Related Changes
June 22, 2025
Financial Times
SEC Scraps Proposed Market Rules
June 22, 2025
National Law Review
No Scotus Cert in Disgorgement Suit
June 22, 2025
Deal Lawyers.com
Delaware Supreme Court Nixes $400 Million Aiding, Abetting Judgment
June 22, 2025
Business Law Prof Blog
What Is “Fraud” Anyway?
June 22, 2025
Bloomberg
Tariffs May Hike Prices $2000 Per Car
June 19, 2025
Reuters
Google Faces EU Antitrust Setback
June 19, 2025
Wall Street Journal
Trump Delays TikTok Ban a Third Time
June 19, 2025
New York Times
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Reuters
Nippon Steel-U.S. Steel Deal Closes
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D&O Diary
AI-Washing Suit Hits Healthcare Firm
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Sidley Enhanced Scrutiny
Delaware Supreme Court Says When Concealment Resets Limitation Period
June 18, 2025
Bloomberg
Goldman Sachs Ditches Ban on SPACs
June 18, 2025
Wall Street Journal
U.S. Senate Passes Stablecoin Bill
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D&O Diary
New DOJ White Collar Enforcement Policy Pressures Caremark Obligations
June 17, 2025
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Top Crypto Betting Tool Nears Debut
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Law.com
Why Cybercriminals Targeting Law Firms with Voice Phishing
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Financial Times
Crypto Group Tron to Go Public
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Wall Street Journal
Obscure Chinese Stock Scams Dupe Thousands of U.S. Investors
June 17, 2025
Reuters
Purdue Opioid Deal Wins State Approval
June 16, 2025
Wall Street Journal
OpenAI Tension With Microsoft Rises
June 16, 2025
Freshfields' A Fresh Take
Scotus Weighs In on Aiding, Abetting
June 16, 2025
The Governance Beat
SEC Nixes Shareholder Proposal Plan
June 16, 2025
Bloomberg
S&P 500 CEOs Turning to Bodyguards
June 16, 2025
Deal Lawyers.com
Delaware Chancery Addresses Damages in Alexion Earnout Litigation
June 16, 2025
D&O Diary
Company Risks Rise in Global Trade War
June 15, 2025
Bloomberg
Stablecoins Put Crypto Near Mainstream
June 15, 2025
CoinDesk
Ripple Gets Back $75 Mln in Penalties
June 15, 2025
Securities Regulation and Corporate Governance Monitor
SEC Announces Leadership Changes
June 15, 2025
Business Law Prof Blog
Update on Nevada Reincorporations
June 15, 2025

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