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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.

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.

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.

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.

A recent Delaware Court of Chancery post-trial decision, In re Straight Path Communications, is another example of:

On September 29, 2023, the U.S. Supreme Court agreed to weigh in on the validity of a familiar allegation in private securities litigation—that a failure to disclose under Item 303 of Regulation S-K (“Item 303”) supports a claim of securities fraud.

On February 9, 2022, the Securities and Exchange Commission (“SEC”) proposed new rules under the Investment Advisers Act of 1940 regarding the regulation of private funds.