Court Holds that “Consultant” was a Section 16 Officer

It isn’t often that the SEC challenges a company’s determination that a particular person is not a Section 16 “officer” of the company, but it does happen ...

Read More

SEC and EDGAR Will Be Closed on December 24

President Trump has signed an executive order closing all federal agencies on Tuesday, December 24, to give federal employees an extra day off before the Christmas Day ...

Read More

New Exemptive Rule for Exchange-Traded Funds Doesn’t Extend to Section 16

The SEC’s new exemptive rule for exchange-traded funds exempts ETFs from many of the requirements of the Investment Company Act of 1940, but it doesn’t exempt ETF ...

Read More

High-Frequency Traders: Beware of Section 16(b)

A decision by the SDNY earlier this week demonstrates that actual awareness of inside information is irrelevant to whether an insider’s open market transactions are ...

Read More

Investment Fund is 10% Owner Despite Delegation of Voting and Investment Power to Affiliated Adviser

I wrote about Packer v. Raging Capital last year, when the district court denied the defendants’ motion to dismiss. The judge has now granted the plaintiff’s motion ...

Read More

Rule 16b-3 Exempts Acquisition of Issuer Stock in Merger of Target with Issuer’s Subsidiary

A judge in the Northern District of California has dismissed a complaint filed against Elon Musk and other Tesla insiders which alleged that their acquisition of Tesla ...

Read More

Is a Board Observer a Section 16 “Director”?

A person who has a contractual right to attend board meetings as an observer generally isn’t considered to be a director for purposes of Section 16, at least not by ...

Read More

SEC Revises Procedure for Authenticating Form ID

The SEC has announced enhancements to the EDGAR system, one of which affects the submission of Form ID. New filers will now complete an updated online version of Form ...

Read More

New Name, Slightly New Look, Same Quality Products!

If you subscribe to the Romeo & Dye print publications or have ever dug around a little on this website, you know that all of our Section 16 materials are published ...

Read More

SEC Proposes to Exempt Employees’ Securities Company from Section 30(h) of 1940 Act

The SEC has proposed to exempt an investment adviser and its affiliated “employees’ securities company” from certain provisions of the Investment Company Act of ...

Read More

Shareholder Group Finds Counsel to Pursue Tax Withholding Claims

The shareholders whose many pro se lawsuits challenging the applicability of Rule 16b-3(e) to “discretionary” tax withholding transactions ground to a halt after ...

Read More

Staff Says Zero Cost Collar on UP-C Stock Underlying OP Units Doesn’t Violate Short Sale Rule

Yesterday Corp Fin issued an interpretive letter expressing the view that insiders of UPREITs and similar tax-structured UP-C’s who own units in the operating ...

Read More

Agreement to Give Investment Adviser Control Over Managed Account Does Not Create a Group

I previously blogged about a SNDY judge’s dismissal of a complaint alleging that the managed accounts of an investment adviser that sought to influence control of ...

Read More

Ninth Circuit Affirms Exemption for Conversion of Convertible Note

As noted in an earlier blog, a judge in the Northern District of California dismissed a pro se complaint filed by J.D. Jordan, one of the plaintiffs in the recent tax ...

Read More

SEC Streamlines Item 405 Disclosure and Due Diligence Requirements

Last week, as part of its “FAST Act Modernization and Simplification of Regulation S-K” project, the SEC adopted amendments to the Section 16(a) compliance rules. ...

Read More

Delegation of Investment Discretion to Investment Adviser Does Not Create 13(d) Group with Adviser or its Other Advisees

A judge in the SDNY has issued a potentially significant decision regarding the circumstances under which a person who delegates investment discretion to an investment ...

Read More

Tenth Circuit Affirms Dismissal of Challenge to Tax Withholding Exemption

Last year, I noted that a district judge in Oklahoma had dismissed a Section 16(b) complaint filed against two officers of WPX Energy challenging the application of Rule ...

Read More

Sixth Circuit Affirms Dismissal of Pro Se Complaint in Tax Withholding Case

The Sixth Circuit Court of Appeals had affirmed the district court’s dismissal of the complaint filed in Olagues v. Timken, which I discussed in an earlier blog, on ...

Read More

Second Circuit Holds that Issuer May be Substituted as Plaintiff in Pending 16(b) Action Following Acquisition of Issuer in Cash Merger

In a 2 to 1 vote, a Second Circuit panel has reversed a SDNY decision holding that, when an issuer is acquired in a cash merger while a shareholder-initiated 16(b) ...

Read More

Challenge to Rule 16b-3(e) Exemption Dismissed as Time-Barred

A judge in the Southern District of Florida has dismissed one of John Olagues’ complaints challenging the availability of Rule 16b-3(e) to exempt an insider’s ...

Read More

Second Circuit Agrees that Investment Fund Ceased to be Ten Percent Owner Before Call Option Expired

I’ve blogged about Olagues v. Perceptive Advisers LLC twice before, most recently a year ago when the SDNY dismissed the complaint. As explained in my ...

Read More

Gain full access to any of our publications with a free trial

After sign up, we’ll get in touch to help you find the resources that will benefit you the most.