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 ...
Read MoreA 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 ...
Read MoreA 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 ...
Read MoreLast 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 ...
Read MoreThe 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 ...
Read MoreThe 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 ...
Read MoreA 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 ...
Read MoreA 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 ...
Read MoreA 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 ...
Read MoreA 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 ...
Read MoreIn 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 ...
Read MoreIt has been decades since a rescinded transaction was the subject of Section 16(b) litigation, but last week, in Rubenstein v. Cosmos Holdings, Inc., the SDNY denied an ...
Read MoreThe 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 ...
Read MoreA 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 ...
Read MoreLast 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. ...
Read MoreRecently, 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 ...
Read MoreA 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 ...
Read MoreOver 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 ...
Read MoreIn 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 ...
Read MoreJoin this annual Q&A program for the latest developments and compliance requirements for Section 16, including the Section 16(b) plaintiff's bar. Get answers to: ...
Read MoreInsiders in two separate SEC enforcement actions settled by consenting to injunctions against further violations of various provisions of the federal securities laws, ...
Read MoreIt 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 MorePresident 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 MoreTable of ...
Read MoreThe 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 MoreA 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 MoreI 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 MoreA 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 MoreA 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 MoreThe 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 MoreIf 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 MoreThe SEC has proposed to exempt an investment adviser and its affiliated “employees’ securities company” from certain provisions of the Investment Company Act of ...
Read MoreCompliance Quick Chart The following chart describes the application of the Section 16(a) reporting requirements to various types of transactions, and also reflects the ...
Read MoreDetermine Whether Form 5 is Required Filers often file a Form 5 unnecessarily, in the mistaken belief that a Form 5 is required. As discussed above, Form 5 is not an ...
Read MoreTune in to Alan Dye's annual Q&A webcast to make sure you are equipped to comply with all the latest Section 16 pitfalls & quagmires. Hear practical tips on ...
Read MoreMERISEL INC /DE/ DEF 14A - PROXY FOR MERISEL, INC. filed 11/01/02 Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act ...
Read MoreLate Forms 3 Late Form 3, With Explanation That No “Transaction” Was Involved Late Form 3, With Explanation That Insider Owned No Reportable Securities ...
Read MoreYesterday 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 MoreI 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 MoreAs 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 MoreLast 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 MoreA 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 MoreLast 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 MoreThe 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 MoreIn 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 MoreA 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 MoreI’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 MoreThe 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 MoreILLUSTRATIVE FACTS: RST Corporation has 20,000,000 shares of common stock outstanding. On September 14, 2009, Rochester R. Reingold, who owns 1,000,000 shares of RST ...
Read MoreILLUSTRATIVE FACTS: On May 23, 2009, Edwin E. Ellis became the chief financial officer of EFG Corporation. On that date, he owned 1,000 shares of EFG common stock and ...
Read MoreILLUSTRATIVE FACTS: Randy R. Randall, a director of RST Corporation and the owner of 25,000 shares of RST common stock, was appointed executor of his mother's estate by ...
Read MoreILLUSTRATIVE FACTS: Timothy T. Temple, an executive vice president of TUV Corporation, is a participant in the TUV long-term incentive plan. The plan authorizes the ...
Read MoreILLUSTRATIVE FACTS: On September 14, 2009, Millicent M. Mare, a senior vice president of MNO Corporation, announced her retirement, effective September 30. Mare was a ...
Read More[vc_row][vc_column][vc_column_text] Our “Q&A Discussion Forum” is a place for practitioners to raise questions, share developments and stay on top of ...
Read MoreTABLE OF CONTENTS I. Form 3 When to File: 1. Upon becoming an officer or director 2. Upon becoming a director by deputization 3. Upon becoming ...
Read MoreTips: Form 5 Filing Requirements & Proxy Statement Obligations Reports Must be Filed Electronically Determine Who Must File a Form 5 Request Transaction ...
Read MoreILLUSTRATIVE FACTS: On May 21, 2009, Timothy T. Timbers, a director of TUV Corporation, sold 1,000 shares of TUV Series A convertible preferred stock on the open market ...
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