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It has been decades since a rescinded transaction was the subject of Section 16(b) litigation, but last week, in Rubenstein v. Cosmos Holdings, Inc., the SDNY denied an ...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