In Dirks v. SEC, 463 U.S. 646 (1983), the United States Supreme Court found that a tippee may be liable for trading on the basis of material, nonpublic information if he or she knows that the tipper disclosed inside information in breach of a duty...
SEC Alleges Tipper Received Or Expected A Benefit, But Fails To Identify The Benefit
Posted on January 12, 2022
Could The SEC Have Made A Weaker Case For Mandating Enhanced Repurchase Disclosures?
Posted on December 27, 2021
Earlier this month, the Securities and Exchange Commission proposed rule amendments that would require an issuer, including a foreign private issuer and certain registered closed-end funds, to report any purchase made by or on behalf of the issuer...
Does Anybody Really Know When Form SR Will Be Due? Does Anybody Really Care (Care About Time)?
Posted on December 23, 2021
The Securities and Exchange Commission recently proposed to amend its rules to require issuers to disclose share repurchases on a new Form SR which must be furnished "before the end of the first business day on which the share repurchase has been...
SEC Runs Away From Its Staff's Response To Congress
Posted on December 17, 2021
Earlier this week, the Securities and Exchange Commission proposed to amend its rules to require issuers to disclose share repurchases within one business day on a new Form SR. The SEC based its proposal on its thesis that "information asymmetries"...
Why Does The SEC Staff Forbid Accurate Statements?
Posted on December 16, 2021
Item 601(b)(5)(i) of Regulation S-K requires that all filings under the Securities Act of 1933 include as an exhibit an opinion of counsel regarding the legality of the securities being registered, indicating whether they will, when sold, be legally...
SEC Alleges Form 10 Was Misleading, But Is The SEC's Order Itself Misleading?
Posted on November 15, 2021
Last week, the Securities and Exchange Commission announced that it had "instituted proceedings against American CryptoFed DAO LLC, a Wyoming-based organization, halting the effectiveness of the company’s registration of two digital tokens as...
A Few Comments On The SEC's Proposed Claw Back Rules
Posted on October 25, 2021
Earlier this month, the Securities and Exchange Commission announced that it was reopening the comment period on proposed rules for listing standards for the recovery of erroneously awarded compensation. The SEC first proposed the rules way back in...
Challenge To Nasdaq Diversity Rule Filed In Federal Court Of Appeals
Posted on August 19, 2021
Professor Stephen Bainbridge writes that the Alliance for Fair Board Recruitment has filed a petition for review with the Fifth Circuit Court of Appeals challenging Nasdaq's board diversity rule. Some readers may be wondering why the petition was...
Nasdaq And The SEC Both Can't Be Correct
Posted on March 25, 2021
Last year, Nasdaq proposed to adopt listing rules related to board diversity. Earlier this year, Nasdaq proposed amendments to its proposals, stating:
