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A Summary Of Certain Recent Enforcement And Non-Enforcement Actions
On March 27th, the Supreme Court issued a 1934 Act Rule 10b-5 opinion that will have implications for sponsors of private funds and their placement agents.
United States
16 Apr 2019
Failure To Disclose Known Trends Or Uncertainties In Public Filings May Create Liability Under Section 10(b)
On January 12, 2015, the U.S. Court of Appeals for the Second Circuit held in Stratte-McClure v. Morgan Stanley that a failure to make a required disclosure under Item 303 of Regulation S-K in a Quarterly Report on Form 10-Q is an omission that can serve as the basis for a Section 10(b) securities fraud claim if (1) the omission satisfies the materiality requirements outlined in Basic v. Levinson.
United States
2 Mar 2015
Supreme Court Of Delaware Finds Fee-Shifting Bylaws Permissible And The Potential Delaware Legislative Response
The Supreme Court of Delaware held that fee-shifting provisions in a non-stock corporation’s bylaws can be valid and enforceable if not enacted for an improper purpose.
United States
13 Jun 2014
SEC Proposes Rules On Crowdfunding
On October 23, 2013, the Securities and Exchange Commission (SEC) proposed rules which would, if adopted, govern the offer and sale of securities under new Section 4(a)(6) (the "Crowdfunding Exemption") of the Securities Act of 1933 (Securities Act), provide a framework for the regulation of registered funding portals and brokers, and exempt securities sold pursuant to the Crowdfunding Exemption from the registration requirements of Section 12(g) of the Securities Exchange Act of 1934 (Exchange
United States
1 Nov 2013
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