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Articles by Joseph Floren
Fifth Circuit Vacates SEC Private Fund Adviser Rules in Full | JD Supra
In a unanimous decision published on June 5, 2024, the US Court of Appeals for the Fifth Circuit vacated the entire set of regulations, including amendments to existing rules (collectively, the Rules), adopted by the US Securities and Exchange Commission (SEC) in August 2023. The Rules, which were challenged by a group of private fund industry associations (petitioners), would have substantially overhauled the private investment fund industry.
Ninth Circuit Holds That Social Media Posts Can Give Rise to Securities Act Liability | JD Supra
The US Court of Appeals for the Ninth Circuit recently held that a person who makes social media posts promoting securities—motivated at least in part by their own financial interests or those of the securities’ owner—is “selling” those securities for the purposes of Section 12 of the Securities Act of 1933. The Pino v. Cardone Cap. LLC decision (see Pino v. Cardone Cap., LLC, No. 21-55564, 2022 WL 17826876 (9th Cir. Dec.
US Supreme Court to Hear Appeal Regarding Securities Act Claims in Direct Listings | JD Supra
The US Supreme Court recently agreed to hear an important appeal of a US Court of Appeals for the Ninth Circuit decision interpreting Sections 11 and 12(a)(2) of the Securities Act of 1933 in the context of a direct stock listing. These sections of the Securities Act of 1933 (the Securities Act) allow investors to bring claims based on a false or misleading statement in a registration statement.
US Supreme Court to Hear Appeal Regarding Securities Act Claims in Direct Listings
The US Supreme Court recently agreed to hear an important appeal of a US Court of Appeals for the Ninth Circuit decision interpreting Sections 11 and 12(a)(2) of the Securities Act of 1933 in the context of a direct stock listing. These sections of the Securities Act of 1933 (the Securities Act) allow investors to bring claims based on a false or misleading statement in a registration statement.
California’s Trial Courts Are Enforcing Federal Forum Selection Clauses for Securities Act Claims
L-R Joseph Floren, Lucy Wang, Bob O’Leary and Josh Rapoport, Morgan, Lewis & Bockius, San Francisco. Courtesy Photos We hope you enjoy this excerpt from Litigation Daily, the exclusive source for sharp commentary on mega court battles, winning strategies and the issues that obsess elite litigators. Law.com subscribers can sign up for The AmLaw Litigation Daily newsletter here. Anyone else can click here to subscribe. Since 2018 when the U.S. Supreme Court’s Cyan v.
Nasdaq Proposes New Board Diversity Composition and Disclosure Requirements | JD Supra
The Nasdaq Stock Market (Nasdaq) announced that it had submitted a proposal to the US Securities and Exchange Commission (SEC) seeking approval of new listing rules to advance board diversity and increase transparency to investors regarding the diversity characteristics of Nasdaq-listed company boards.
Report: California Sees Significant Increase in Female Directors After SB 826, but More Needed | JD Supra
A new report shows that the number of women on California corporate boards has increased 66.5% since 2018 after the state required corporations to have at least one to three female directors by 2021. Despite the significant progress, the total representation of women on California corporate boards remains at a minimal 24%.
Director Diversity and Derivative Lawsuits – Climate of Change | JD Supra
Diversity and inclusion in business has taken center stage in public discourse, and by-and-large, businesses have stated their commitment to diversity and inclusion, announcing various new initiatives to address racial inequality. Yet a wave of derivative and securities lawsuits, a recent California law signed by Governor Gavin Newsom (AB 979), and diversity legislation in other states have put a microscope on diversity at the board of director level.
Supreme Court Adopts Broad Interpretation of Primary Liability in SEC Antifraud Case | JD Supra
In a decision beneficial to the US Securities and Exchange Commission, the US Supreme Court has affirmed that those persons who disseminate statements containing material misrepresentations or omissions are primarily liable for such misstatements even if they did not directly make them. Private securities litigants will likely rely on Lorenzo v.
SEC Report Asserts Cryptocurrency Tokens Are Securities Under US Law
The SEC’s published report of its first investigation focused on tokens sold in the context of an ICO sets the framework for future token offerings and raises red flags and legal hurdles to the resale or transfer of previously issued cryptocurrency tokens. On July 25, 2017 the US Securities and Exchange Commission (SEC) issued a report (Report) on its investigation of a “decentralized autonomous organization,” referred to as the DAO, from the viewpoint of US securities law.
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