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May 11, 2021 | New York Law Journal

Non-Disclosure Agreements and Insider Trading: The Second Circuit Clarifies the Scope of Criminal Liability

In this edition of their White-Collar Crime column, Elkan Abramowitz and Jonathan S. Sack discuss a recent insider trading decision in the Second Circuit, 'United States v. Chow', that illustrates the judicial shaping of insider trading law.
10 minute read
April 28, 2021 | New York Law Journal

'Materiality' in America and Abroad

In this edition of their Corporate Governance column, discuss a bedrock feature of American securities law and regulation—materiality. They write that the working definition of materiality in the United States, which has served corporate America well for nearly nine decades, now finds itself facing significant pressures from a variety of sources.
13 minute read
April 07, 2021 | New York Law Journal

SLUSA's 'In Connection With' Requirement

In his Corporate Litigation column, Joseph McLaughlin discusses the recent Ninth Circuit decision in 'Anderson v. Edward D. Jones & Co.,' which reversed a SLUSA dismissal of state law fiduciary claims last month, illustrating that particularly in fee-related cases the line between federal securities law claims and state law claims remains inexact.
10 minute read
April 02, 2021 | New York Law Journal

'Spoofing' Prosecutions: The DOJ's Approach

In recent years, DOJ has aggressively pursued spoofing cases under the wire fraud statute and 2020 saw significant developments in this area, including conviction after trial of two commodities traders in September 2020.
13 minute read
April 02, 2021 | Insurance Coverage Law Center

Pfizer Inc. v. Arch Ins. Co.

Two recent decisions by Delaware courts demonstrate that they are increasing leaning toward the insured's position in disputes over directors and officers (D&O) insurance coverage. As a result, New York companies incorporated in Delaware should consider where to file lawsuits concerning D&O insurance disputes—in Delaware or New York.
23 minute read
April 01, 2021 | New York Law Journal

For Civil Enforcement, the Pandemic Is Just Beginning

There have been many criminal prosecutions of COVID-related fraud—the DOJ recently announced that the Fraud Section has criminally charged at least 120 defendants to date in fraud cases involving the PPP—but those often alleged egregious misconduct. Two new end-of-year settlements go beyond such incidents of egregious wrongdoing, however, and shed greater light on how the government might pursue civil enforcement for companies whose behavior was grey, sloppy, or pushed boundaries, which William Harrington, Annie Railton and Melissa Brumer discuss in this Federal Civil Enforcement column.
8 minute read
March 23, 2021 | New York Law Journal

'Predominantly Foreign' Securities Claims

In their Second Circuit Review , Martin Flumenbaum and Brad Karp discuss 'Cavello Bay Reinsurance v. Shubin Stein,' an opinion which "continues the Second Circuit's trend of taking a narrow approach to the extraterritorial reach of the federal securities laws."
8 minute read
March 15, 2021 | Law.com

4th Circuit: Market Risks Hindsight Is Not Enough to Support Securities Fraud Claim

Statements and omissions arising from legitimate, subjective business judgments that allegedly become misleading only with the benefit of hindsight are insufficient to create the "strong inference" of intent necessary to satisfy the heightened standard for pleading a securities fraud claim.
6 minute read
February 25, 2021 | The Legal Intelligencer

Third Circ.: Bad Business Decisions, Without More, Do Not Constitute Federal Securities Fraud

When a public company discloses bad news, often its stock price declines and shareholders' investments similarly decline.
8 minute read
January 26, 2021 | The Legal Intelligencer

Transparency in Corporate Political Spending and SEC Rule 14a-8

In the wake of the Jan. 6 riots at the U.S. Capitol, organizations from public companies to large financial institutions, and even law firms, are reconsidering their political contributions.
8 minute read

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