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On April 12, 2024, the U.S. Supreme Court unanimously held that, in the absence of an otherwise misleading statement, a failure to disclose information required by Item 303 of Regulation S-K (“Item 303”[i]) does not support a private action under Section 10(b) of the Securities and Exchange Act of 1934 (“Section 10(b)”).

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.

Yesterday, in a much anticipated decision, the Delaware Supreme Court held in In re Match Group, Inc. Derivative Litigation that every member of a special committee must be independent in order to satisfy the MFW framework and obtain business judgment deference for a conflicted-controller transaction.

A Delaware Court of Chancery opinion issued last week calls into question the common practice of corporate boards approving draft merger agreements.Michael Holmes, Craig Zieminski, Jeff Crough, Christina Peterman

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 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.

Evaluating a broad spectrum of challenges raised by the U.S. Chamber of Commerce and others, a unanimous panel of the U.S. Court of Appeals for the Fifth Circuit recently held that the SEC failed to provide a sufficient rationale to justify its Share Repurchase Disclosure Modernization Rule (the “Final Rules”), rendering the Final Rules arbitrary and capricious.

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

Shareholder Litigation & Enforcement Partner Rebecca Fike joined Practising Law Institute's inSecurities Podcast to talk about insider trading, the SEC’s use of artificial intelligence and more.

Recent enforcement actions brought by the Securities and Exchange Commission (“SEC”) signal that the SEC is paying close attention to public company financial reporting and will continue to punish misleading accounting and non-GAAP disclosure practices.

Welcome to Vinson & Elkins’ Securities and ESG Updates. Our aim is to provide insights into notable developments in securities reporting and the environmental, social and governance space over the quarter.