A federal district court in Missouri recently denied a motion to dismiss the Securities Industry and Financial Markets Association’s (“SIFMA’s”) challenge to Missouri Securities Division rules that require financial firms and professionals to obtain clients’ signatures on state-prescribed documents before
Corporate Defense and Disputes
Proskauer's perspective on commercial litigation trends and legal developments
Latest from Corporate Defense and Disputes - Page 2
Delaware Chancery Court Holds that High Standard for Oversight Liability Applies to Corporate Officers
The Delaware Court of Chancery recently held that claims for breach of the fiduciary duty of oversight are not easier to plead against corporate officers than against corporate directors. The decision in Segway Inc. v. Cai emphasizes the high burden…
U.S. FinCEN Extends Timeframe for Reporting Companies Created in 2024 to File Beneficial Ownership Information Reports
On November 29, the U.S. Treasury Department’s Financial Crimes Enforcement Network issued a final rule aimed to ease compliance with certain aspects of the regulations promulgated under the Corporate Transparency Act. The final rule extends the deadline from 30 days…
SEC Defeats Summary Judgment in Insider-Trading Suit Alleging “Shadow Trading”
The SEC defeated a motion for summary judgment brought by a defendant whom the SEC accused of engaging in insider trading based on news about a not-yet-public corporate acquisition when he purchased securities of a company not involved in that…
Words Matter: Three Key Steps to Mitigate SEC Enforcement Risks Relating to Whistleblower Carveout Language
Since 2015, the SEC has brought nearly two dozen enforcement actions for violations of the whistleblower protection rules under Rule 21F-17(a) against employers for actions taken to impede reporting to the SEC. The bulk of these actions have focused on…
Fifth Circuit Court of Appeals Rejects Challenge to Nasdaq’s Board-Diversity Rules
The U.S. Court of Appeals for the Fifth Circuit denied review of the Securities and Exchange Commission’s approval of proposed rules promulgated by the Nasdaq Stock Market concerning the diversity of directors on Nasdaq-listed companies’ boards. The rules require listed…
Words Matter: Three Key Steps to Mitigate SEC Enforcement Risks Relating to Whistleblower Carveout Language
Since 2015, the SEC has brought nearly two dozen enforcement actions for violations of the whistleblower protection rules under Rule 21F-17(a) against employers for actions taken to impede reporting to the SEC. The bulk of these actions have focused on…
Washington Federal Court Dismisses Derivative Challenge to Starbucks’ DEI Initiatives
A federal District Court in Washington recently dismissed a shareholder derivative action by a conservative advocacy group challenging Starbucks’ initiatives relating to diversity, equity, and inclusion (“DEI”). The decision in National Center for Public Policy Research v. Schultz held that…
SEC’s Whistleblower Program Grants Fourth Largest Award in its History
By Kelly Curtis
On August 4, 2023, the Securities and Exchange Commission announced awards totaling more than $104 million to seven whistleblowers in connection with a successful SEC enforcement action. The SEC’s Press Release can be found (here), and the Order…
Second Circuit Holds That the Syndicated Term Loans in Kirschner Are Not Securities
On August 24, 2023, the Second Circuit Court of Appeals issued its much-anticipated decision in Kirschner v. JP Morgan Chase Bank, holding that the syndicate term loans at issue were not securities. As noted in our earlier blog post…