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Insider Traders May Be Subject to Shareholder Actions to Recover Short-Term Profits Image

Insider Traders May Be Subject to Shareholder Actions to Recover Short-Term Profits

Susan Hurd & Carissa Lavin

During times of increased market volatility, opportunities for short-term profit-taking become more prevalent. However, corporate insiders who trade in their company’s stock in such an environment may be subject to shareholder actions aimed at recovering any short-term profits they earn.

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Judge Rules Shaquille O'Neal Will Face Securities Lawsuit for Promotion, Sale of NFTs Image

Judge Rules Shaquille O'Neal Will Face Securities Lawsuit for Promotion, Sale of NFTs

Michael Mora

A federal district court in Miami, FL, has ruled that former National Basketball Association star Shaquille O'Neal will have to face a lawsuit over his promotion of unregistered securities in the form of cryptocurrency tokens and that he was a "seller" of these unregistered securities.

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SEC Whistleblower Short Sellers Image

SEC Whistleblower Short Sellers

David R. Chase & Scott Silver

The position that short sellers should be denied the benefits of their critically important whistleblowing efforts is short-sighted and contrary to the notions of our capitalistic markets. Moreover, it will serve only to disincentive a vital constituency of the SEC Whistleblower Program, which, in turn, will degrade the effectiveness of the SEC's enforcement program.

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SCOTUS Curbs 'Pure Omissions' Lawsuits Image

SCOTUS Curbs 'Pure Omissions' Lawsuits

Jimmy Hoover

In a unanimous victory to the securities industry, the U.S. Supreme Court curbed investor lawsuits based on a company's mere failure to disclose known trends likely to affect their revenues.

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Seventh Circuit Applies Safe Harbor to Private Securities Transaction Image

Seventh Circuit Applies Safe Harbor to Private Securities Transaction

Michael L. Cook

"… [T]he term 'securities contract' as used in [Bankruptcy Code] §546(e) unambiguously includes contracts involving privately held securities," The Seventh Circuit held in Petr v. BMO Harris Bank, N.A.

Features

SEC Revises Beneficial Ownership Reporting Rules Image

SEC Revises Beneficial Ownership Reporting Rules

Sarah Heaton Concannon & Alexander Schwartz

This article identifies certain information asymmetries in the SEC's beneficial ownership reporting rules, discusses the extent to which those information asymmetries are addressed (or not) under the SEC's recent rule amendments, and considers whether additional rule amendments or SEC guidance continue to be necessary.

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SCOTUS Seeks to Provide Clarity Over Investor Suits Image

SCOTUS Seeks to Provide Clarity Over Investor Suits

Jimmy Hoover

In a case that could either stem or unleash a tide of investor lawsuits, the Supreme Court searched for a narrow way to rule that might still be of some value to the securities bar.

Features

SPAC Transaction Challengers Face Uphill Battle Image

SPAC Transaction Challengers Face Uphill Battle

Jay A. Dubow, Joanna J. Cline & Erica H. Dressler

Recent decisions by the Delaware Court of Chancery demonstrate that when a special purpose acquisition company (SPAC) transaction and the disclosures surrounding it are challenged, defendants may face an uphill battle to prevail on a motion to dismiss, especially where breach of fiduciary duty claims have been asserted.

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SEC Sued Over Private Fund Adviser Rule Image

SEC Sued Over Private Fund Adviser Rule

Maydeen Merino

The Managed Funds Association and five other industry groups have sued the SEC over its new private fund advisers rule, saying the agency has overreached its statutory authority and interferes with contracts.

Features

The Message Is Clear: Assess Your Information Governance Practices In Light of DOJ and SEC Crackdown on Use of Personal Devices and Messaging Apps Image

The Message Is Clear: Assess Your Information Governance Practices In Light of DOJ and SEC Crackdown on Use of Personal Devices and Messaging Apps

Jonathan B. New, Patrick T. Campbell, James A. Sherer & Luke E. Record

Regulators increasingly are scrutinizing employee use of personal devices and third-party messaging apps. This article summarizes the DOJ's recent guidance and the SEC's enforcement trends and priorities in this area, and it provides information governance best practices companies can implement now to ensure they are meeting regulators' expectations and recordkeeping rules.

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