Resources

A lingering uncertainty under Section 16 is when an investment fund will be deemed to have divested itself of beneficial ownership of its portfolio securities by ...

It’s not often that a 16(b) action is initiated by the issuer rather than a member of the 16(b) plaintiffs’ bar, but in Safe & Green Holdings v. Shaw the issuer ...

The Staff issued a Compliance and Disclosure Interpretation (Q. 120.31 under “Exchange Act Rules”) confirming what the Staff had already said orally, that the Rule ...

This is my fifth blog about Microbot Medical v. Mona. In a 2021 decision, the court struck Mona’s defense that the issuer had “unclean hands,” because equitable ...

I blogged last month that a judge in the SDNY disagreed with an earlier ruling by an EDNY judge that the Supreme Court’s decision in TransUnion LLC v. Ramirez ...

A judge in the SDNY has held that the Supreme Court’s decision in TransUnion LLC v. Ramirez, holding that a plaintiff has standing to assert a claim based on a ...

I blogged last year about the SDNY’s grant of summary judgment to Leonard Tannenbaum, who was a ten percent owner of two closed-end investment companies that combined ...

When the SEC adopted the revisions to Forms 4 and 5 to add the Rule 10b5-1 disclosures, the release said the Rule 10b5-1 checkbox would appear in the upper left corner ...

In an interesting sidebar to Section 16 practice, well-known plaintiffs’ attorneys David Lopez and Miriam Tauber just lost a libel action they brought on their own ...

In a thorough and well-reasoned decision, a judge in the SDNY dismissed a 16(b) complaint alleging that investors in a private placement formed a 13(d) group and thereby ...

A district judge has granted the defendants’ motion for summary judgment in a case alleging that Jerry and Vicki Moyes, who are ten percent owners of Knight-Swift ...

A California judge has denied a motion for summary judgment filed by O.C. Kim, the CEO of OTC-traded Franklin Wireless, in a 16(b) action alleging that Kim’s sale of ...

This is my fourth blog about Packer v. Raging Capital, which has been chugging its way through the courts for eight years now. In my most recent blog, I discussed the ...

Yesterday the SEC adopted an amendment to Regulation S-T extending the filing “deadline” for Form 144 from 5:30 p.m. to 10 p.m. ET, similar to the deadline for Forms ...

A judge in the Southern District of New York granted two 16(b) defendants’ motions to transfer venue to the Central District of California, where the defendants ...

Apparently there is some confusion regarding when filers will become subject to the new Section 16 rules. Here is how the new rules will phase in (as confirmed with the ...

It’s common for multiple attorneys to submit demand letters when an insider reports a short-swing transaction, but I don’t recall ever seeing two or more attorneys ...

As expected, the SEC has approved amendments to Rule 10b5-1 and related amendments to Forms 4 and 5 and Rule 16a-3. There is a lot to unpack in the adopting release, ...

As I discussed in an earlier blog, last December the SEC proposed amendments to Forms 4 and 5 to add checkboxes for use when reporting transactions pursuant to trading ...

Disaggregation analysis is a Section 13(d) beneficial ownership concept, but the 13(d) standards determine who is a ten-percent owner subject to Section 16, so a recent ...

I blogged a few months ago about a judge’s denial of a motion to dismiss a complaint alleging that an amendment to two warrants held by an investment fund resulted in ...

A judge has denied an insider’s motion to dismiss a 16(b) complaint alleging that the insider “purchased” issuer common stock within six months of a sale by ...

It is no secret that most members of the plaintiffs’ bar become aware of short-swing trades through software programs that track Forms 4 and, when the program alerts ...

A district judge has denied an insider’s motion to dismiss a complaint alleging that his reacquisitions of stock from GRATs he had established for the benefit of his ...

Last year, I blogged about a district judge’s denial of a ten percent owner’s motion to dismiss a complaint which alleged that the insider’s acquisition of stock ...

I blogged a couple of years ago about Avalon Holdings v. Gentile, in which the plaintiffs alleged that a Bahamian broker-dealer (MintBroker) and its sole owner (Guy ...

A judge in the SDNY has denied a 10% owner’s motion to dismiss a complaint alleging that an amendment to a warrant to increase the “cap” in its blocker provision ...

Last year, I blogged about a case in which shareholders of CytoDyn Inc. alleged that the board’s grant of options and warrants to CytoDyn’s CEO was not exempt under ...

It is well-established that an entity may be deemed a director subject to Section 16 if the entity has “deputized” a person to serve as its representative on the ...

Last summer, I blogged about the U.S. District Court for the Southern District of New York’s denial of a motion to dismiss the complaint in Chechele v. Standard ...

The SEC’s long-expected proposal to amend the Section 13(d) rules would expand the circumstances under which an investor could be deemed a ten percent owner. The ...

A judge in the SDNY has held that an issuer’s voting common stock, which was convertible into non-voting common stock on a one-for-one basis, was not a “derivative ...

As part of its efforts to address perceived insider abuse of Rule 10b5-1 trading plans, the SEC has proposed to amend Forms 4 and 5 to add a checkbox that insiders would ...

The SEC announced last week that it is implementing security-enhancing changes to its three EDGAR filing websites (including the “Ownership Forms” website for filing ...

A district judge is poised to decide whether a ten percent owner’s receipt of issuer stock in a merger of two public companies was outside the scope of Section 16(b) ...

The staff doesn’t issue many Section 16 no-action letters these days, but a sympathetic requestor has gotten both a staff no-action letter and an SEC exemptive order ...

Last fall, I blogged about a case (Rubenstein v. Knight-Swift) in which a district judge held that an amendment to the exercise price of a repurchase agreement did not ...

Most public companies designate their Section 16 officers annually, by board resolution, and it is rare for either the SEC staff or the Section 16(b) plaintiffs’ bar ...

Among all the calls for reform of Rule 10b5-1, a Section 16 issue may be lurking. In the letter Elizabeth Warren and two other senators sent to then Acting SEC Chair ...

A judge in the SDNY had denied a motion to dismiss a complaint alleging that an investment fund, Standard General Master Fund L.P., remained the beneficial owner of ...

In a speech last week addressing the SEC’s “reform agenda,” SEC Chair Gary Gensler said the Commission may consider updating “various rules relating to ...

Late last year, I blogged about a judge’s dismissal of a Section 16(b) complaint filed by David Lopez and Miriam Tauber on the ground that the claim was moot because ...

The Second Circuit has affirmed the district court’s holding in Chechele v. Dundon that an insider’s exercise of an in-the-money option, subject to regulatory ...

I blogged last month about a magistrate judge’s report in Microbot Medical v. Alliance Investment Management recommending that the district judge grant judgment on the ...

A judge’s recent denial of an insider’s motion to dismiss a 16(b) complaint may offer more of a lesson about completing Forms 4 than about avoiding 16(b) ...

A district judge in the W.D. of Washington has dismissed a complaint filed against the CEO of CytoDyn, Inc. alleging that the CEO’s receipt of an employee stock option ...

A few weeks ago I blogged about a magistrate judge’s recommendation, in a 16(b) action filed by plaintiff’s attorney Daniel Doherty, that the district judge grant ...

A district judge has dismissed a complaint alleging that Roivant Sciences Ltd., while a ten percent owner of Myovant Sciences Ltd., realized a short-swing profit by ...

A few months ago I blogged about a case, Microbot Medical v. Alliance Investment Management, in which an investment adviser mistakenly filed a Form 3 reporting that it ...

A magistrate judge in the SDNY has issued a report in a Section 16(b) action recommending that the court grant summary judgment to the insider on the ground that, more ...

Last week the SEC proposed amendments to Rule 144 which would, among other things, mandate electronic filing of Form 144 and change the filing deadline to coincide with ...

The SEC has published its annual report showing the number of reports filed with the SEC, by type, during the fiscal year ended September 30, 2020. The report shows a ...

The Second Circuit has remanded the long-running case of Packer v. Raging Capital, which presents the question whether an investment fund beneficially owns, for purposes ...

A federal district judge has dismissed a complaint filed by David Lopez and Miriam Tauber seeking to recover a short-swing profit, holding that the action was rendered ...

A judge in the SDNY has granted in part and denied in part a motion to dismiss a complaint asserting two separate 16(b) claims against a husband and wife, one based on ...

A recent decision by the SDNY absolved a Section 16 filer of liability under Section 16(b), but it was the filer’s own oversight that led to the litigation in the ...

A judge in the SDNY has issued an opinion in Chechele v. Dundon which appears to hold that an insider’s exercise of an option, subject to regulatory approval of the ...

In a one-page order, a Pennsylvania trial court has declined to dismiss a complaint filed by an issuer and two of its insiders alleging that a lawyer and his firm ...

It has been decades since a rescinded transaction was the subject of Section 16(b) litigation, but last week, in Rubenstein v. Cosmos Holdings, Inc., the SDNY denied an ...

The dispute within the plaintiffs’ bar regarding who gets the fee when multiple attorneys submit demand letters relating to a short-swing profit that the company ...

A judge in the SDNY held this week (in Connell v. Johnson) that a trade canceled before it settles is not subject to Section 16(b). The case involves a director of ...

Last week, I wrote about the Second Circuit’s decision upholding the district court’s dismissal of the complaint filed in Rubenstein v. International Value Advisers. ...

Recently, the Second Circuit affirmed the district court’s holding in Rubenstein v. International Value Advisers that an investor does not form a 13(d) group with an ...

A 16(b) plaintiff filed a complaint in the SDNY last week seeking to compel an issuer to pay her attorney’s fees for bringing a 16(b) claim to the issuer’s attention ...

Over the last couple of months, I’ve looked at proxy statements as they crossed my desk to determine how companies are responding to the amendments to Item 405 adopted ...

In case you missed it, the SEC staff issued a statement earlier this month allowing compliance personnel to file Section 16(a) reports without having a “manually ...

Insiders in two separate SEC enforcement actions settled by consenting to injunctions against further violations of various provisions of the federal securities laws, ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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

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 ...

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 ...

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 ...

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. ...

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 ...

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 ...

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 ...

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) ...

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 ...

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 ...

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 ...