On October 15, 2026, the Retire Through Ownership Act (S. 2403) (“the Act”) was signed into law. The Act amends the Employee Retirement Income Security Act of 1974 (ERISA) to clarify the definition of “adequate consideration” when an employee stock
Tucker Ellis LLP
Tucker Ellis LLP is a law firm that publishes detailed legal analyses and updates primarily focused on securities regulation, corporate governance, antitrust law, and compliance matters. Their content often covers recent regulatory changes, court rulings, and enforcement actions affecting public companies and financial markets. The firm provides insights into topics such as insider trading theories, SEC disclosure requirements including climate-related disclosures, corporate transparency laws, and merger notification thresholds under antitrust statutes. Their publications aim to inform legal professionals, corporate clients, and stakeholders about evolving legal standards and practical implications in corporate and securities law.
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Supreme Court Permits Pension Funds to Calculate Withdrawal Liability Using Post-Measurement Date Discount Rate
M & K Employee Solutions, LLC v. Trustees of the IAM National Pension Fund, No. 23-1209 (May 21, 2026)
Must a Multiemployer Pension Plan (MPP) calculate withdrawal liability for an exiting employer using the discount rate in effect “as of”…
Trader Found Liable Under Novel Theory of Insider Trading
By Robert Loesch and Glenn Morrical
Introduction
The “shadow trading” theory of liability for insider trading recently came into sharp focus when a jury found a defendant liable based on this arguably novel theory. The August 2021 complaint filed by…
SEC Adopts Rules Enhancing Climate-Related Disclosures
By Kristen Baracy and Robert Loesch
Almost two years after proposing rules on climate-related disclosures on March 6, 2024, the Securities and Exchange Commission (“SEC”) adopted rules mandating specific climate-related disclosures by reporting companies in registration statements and annual reports…
Federal Court’s Finding that Corporate Transparency Act Is Unconstitutional Has Limited Effect
By Glenn Morrical, Grayson Sieg, and Kristen Baracy
The Corporate Transparency Act (“CTA”) requires non-exempt companies throughout the U.S. to file reports identifying their beneficial owners. On March 1, 2024, the U.S. District Court for the Northern District of Alabama…
Hart-Scott-Rodino Filing Thresholds Jump Significantly in 2024
SEC Stays Disclosure Rules Related to Issuer Share Buybacks
By Robert Loesch, Glenn Morrical, and Kristen Baracy
On June 21, 2023, we published a lingua negoti blog post reviewing the SEC’s adoption of final rules designed to strengthen disclosures about a company’s repurchases of its own shares. On October…
SEC Adopts New Rules Requiring Investment Advisers to Private Funds to Make Certain Disclosures and Avoid Certain Practices
By Glenn Morrical and Robert Loesch
The Securities and Exchange Commission (“SEC”) has adopted rule changes focusing on investment advisers to private funds, such as hedge funds, private equity funds, and venture capital funds. Despite the focus on advisers to…
SEC Adopts Disclosure Rules Related to Issuer Share Buybacks
By Kristen Baracy, Robert Loesch, and Glenn Morrical
On May 3, 2023, the Securities and Exchange Commission (“SEC”) adopted by a 3-2 party-line vote final rules designed to strengthen disclosures about an issuer’s repurchases of its own shares. The adopting…
Failure Is Not an Option: Practical Advice for Directors Entrusted With Overseeing Corporations
By Jayne Juvan and Christopher Hewitt
In the seminal opinion Meinhard v. Salmon, future Supreme Court Justice Benjamin N. Cardozo wrote, “Joint adventurers, like copartners, owe to one another … the duty of the finest loyalty. … A trustee is…
