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The Securities and Exchange Commission (“SEC”) caught the attention of the corporate and investment world in August 2021 when it filed an insider trading action against biopharmaceutical company employee Matthew Panuwat based on a “shadow trading” theory.

Another Southern District of New York (“SDNY”) court has sided with the Securities and Exchange Commission (“SEC”) in its enforcement campaign against the unregistered sale of cryptocurrency assets.

Following a nearly two-year wait, the Securities and Exchange Commission (“SEC” or “Commission”) released its Final Rule—The Enhancement and Standardization of Climate-Related Disclosures for Investors—on March 6, 2024.

Public companies are now required to comply with new cybersecurity disclosure requirements in their Annual Reports on Form 10-K for fiscal years ending on or after December 15, 2023.

After more than three years of regulatory investigation and litigation, Robinhood Financial LLC (“Robinhood”) recently agreed to overhaul its digital engagement practices and pay a $7.5 million fine to settle charges with the Massachusetts Secretary of State Securities Division (the “MA Securities Division”) for violating the Massachusetts Uniform Securities Act, among other things, by employing certain “gamification” features into its phone-application based retail investment platform.

On February 8, Vinson & Elkins Partner and Co-Head of Government Investigations & White Collar Defense Palmina Fava joined Jill Malandrino on Nasdaq TradeTalks.

ExxonMobil (“Exxon”) filed a complaint in the U.S. District Court for the Northern District of Texas on Sunday, January 21, 2024, seeking a declaratory judgment to exclude a shareholder proposal from its proxy statement pursuant to Rule 14a-8 of the Securities Exchange Act of 1934 (“Rule 14a-8”) and not present the proposal for a vote at its 2024 annual shareholder meeting.

On January 30, 2024, the U.S. Chamber of Commerce and five co-plaintiffs representing a coalition of business groups filed a lawsuit against the state of California seeking to block the state’s new landmark climate disclosure laws.

On January 24, 2024, the U.S. Securities and Exchange Commission (“SEC”) approved final rules relating to special purpose acquisition companies (“SPACs”). The final rules follow the SEC’s issuance of proposed rules on March 30, 2022, and the receipt of 115 comments on such proposed rules.

On November 14, the Securities and Exchange Commission (“SEC”) published its 2023 annual enforcement report which revealed a continuation of 2022’s record-setting enforcement activity.

In this program, we focused on SEC developments affecting, and practical aspects of preparing for, public companies’ annual meetings and annual reports.

On October 25, a panel of the Fifth Circuit Court of Appeals (the “Fifth Circuit”) upheld the Nasdaq board diversity rule in the face of challenges that (among other things) the rule attempted to improperly and unconstitutionally dictate the composition of corporate boards.