Insider Trading & Disclosure Update - Vol. 3, Issue 1

August 2016
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Developments highlighted in this issue include:

  • The SEC continues to prevail in legal challenges to its administrative proceedings, including the recent decision by the D.C. Circuit holding that the procedures for appointing the SEC’s administrative law judges are consistent with the Appointments Clause of the U.S. Constitution.
  • The SEC has adopted new rules of practice granting defendants more opportunities to conduct depositions and greater flexibility in timelines for the adjudication of cases in administrative proceedings.
  • In a significant company-friendly decision, the Second Circuit issued its first published opinion applying the Supreme Court’s Omnicare decision, holding that there is no blanket requirement to disclose every fact that might undermine statements of opinion.
  • The Supreme Court granted certiorari in Salman, putting squarely before the Court the differing approaches to the “personal benefit” element of insider trading liability applied by the Second and Ninth Circuits in Newman and Salman, respectively.