Skip to content

Internet Explorer is no longer supported by this website.

For optimal browsing we recommend using Chrome, Firefox or Safari.
ling-gwuh ni-gō-tē: the language of business

search

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 the U.S. Securities and Exchange Commission (“SEC”) against Matthew Panuwat marked…

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 on Form 10-K (“Final Rules”). The rules,…

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 declared the CTA unconstitutional because it exceeds the authority granted…

Hart-Scott-Rodino Filing Thresholds Jump Significantly in 2024

By Tod Northman

Effective March 6, 2024, the minimum dollar thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and its rules and regulations (the HSR Act) will increase by over $8 million. The thresholds determine whether companies are required to notify federal antitrust authorities before consummating a…

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 31, 2023, the U.S. Court of Appeals for the…

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 private funds, one of the changes applies to all investment…

SEC Adopts Final Cybersecurity Disclosure Rules

By Robert Loesch, Glenn Morrical, and Kristen Baracy

On July 26, 2023, the Securities and Exchange Commission (“SEC”), by a 3-2 vote, approved new disclosure rules designed to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incidents by public companies that are subject to the reporting…

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 release is available at the SEC’s website here.

As…

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 held to something stricter than the morals of the marketplace.…

Bringing an End to Gamesmanship

By Jayne Juvan and Christopher Hewitt

Times of crisis bring out either the good in people or the bad in people.

Multiple times during the Panic of 1907, J.P. Morgan was called upon to help avert disaster. In one particularly noteworthy episode, Morgan summoned the presidents of the largest New…