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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…
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…
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…
Adapting to Disruption in M&A Deals in an Era of Volatility
By Christopher Hewitt and Jayne Juvan
As disruptive as the current M&A landscape has been, deal practitioners have seen and successfully navigated similar disturbances before. Doing so is never easy, however, especially during dark days like March 16, 2020, when the Dow Jones Industrial Average sharply dropped 2,997 points due…
New law offers additional flexibility in structuring LLC management
A new Ohio LLC statute will bring flexibility in structuring the management of a limited liability company formed in Ohio.
SEC approves Nasdaq’s Board Diversity Rule
On August 6, 2021, the SEC issued an order approving the Nasdaq’s proposed rule requiring that each listed company have certain levels of board diversity or explain why it does not (the “Board Diversity Rule”).
Fiduciary and other duties in an LLC – Where do you come out?
When establishing or revisiting the management of your business organization or any private business organization you invest in, it is vital that you consider what duties the owners and managers of the business will owe to each other.