United States: Securities

En contrepartie, il a reçu 149 732 actions de la SAS Holding B d’une valeur nominale de 10 euros, et a perçu trois soultes de respectivement 18 000 euros, 40 000 euros et 90 000 euros, expressément rattachées dans l’acte d’apport aux titres de trois des six sociétés.

The U.S. Securities and Exchange Commission has issued a landmark exemptive order relieving directors and officers of certain foreign private issuers from Section 16(a) reporting obligations under the Exchange Act. This exemption applies to issuers incorporated in the European Economic Area and other qualifying jurisdictions where substantially similar disclosure requirements already exist, fundamentally reshaping compliance obligations for EEA-incorporated companies with U.S.-registered securities. What do

In Davis Graham’s January 2026 alert, we discussed the significant changes introduced by the Holding Foreign Insiders Accountable Act, which extended Section 16 reporting obligations to directors and certain officers of foreign private issuers. In a welcome development for many FPIs, the Securities and Exchange Commission has now exercised its exemptive authority to provide relief for issuers incorporated in certain qualifying jurisdictions.

On March 3, 2026, Judge Richard Seeborg of the United States District Court for the Northern District of California granted a motion to dismiss a proposed class action complaint (the “Amended Complaint”) alleging that a biopharmaceutical company (the “Company”) and certain corporate officers violated Sections 11 and 15 of the Securities Act of 1933 (the “Securities Act”). In re BioAge Labs, Inc. Sec. Litig., No. 25-cv-00196 (N.D. Cal. Mar. 3, 2026).

The Court found that plaintiffs’ Section 18 claim was timely under American Pipe but narrowed the Section 10(b) claim by dismissing an individual defendant, finding the new alleged misstatements inactionable, and rejecting plaintiffs’ scheme liability theory.

After the district court dismissed the action, the Second Circuit affirmed, holding that the reverse split was not a “sale” within the meaning of Section 12 and that plaintiffs did not satisfy Section 11 because they failed to trace their ETNs to an allegedly misleading offering document.

In DSM HoldCo, Inc. v. Demoulas, Vice Chancellor Laster issued a comprehensive post-trial opinion addressing fiduciary duties in the context of a closely held family business.

The SEC's Division of Corporation Finance has issued an exemptive order reducing the minimum tender offer period from 20 to 10 business days for qualifying equity securities transactions.

On April 15, 2026, The Nasdaq Stock Market LLC (Nasdaq) filed a proposed rule change (SR-NASDAQ-2026-033) with the U.S. Securities and Exchange Commission (the SEC) to increase initial listing requirements...