Supreme Court Rejects Investor Loss Requirement for SEC Disgorgement
On June 4, 2026, the US Supreme Court held that the Securities and Exchange Commission (SEC) need not prove that investors suffered actual financial loss to obtain disgorgement in a civil action. In a unanimous opinion authored by Justice Neil Gorsuch, Sripetch v. SEC, the Court reached this conclusion by […]
Featured in Law360: New State AI Laws Create Dual Misrepresentation Risk
AI companies now face a double-exposure problem. New state transparency laws aren’t just creating regulatory risk; they’re generating a detailed compliance record that plaintiffs and regulators can hold up against every public statement a company has ever made. In a recently published Law360 article, Cooley attorneys explain that the state […]
Featured in Law360: Key Tronic Case Shows SEC Isn’t Ignoring Controls Violations
Law360 recently published an article authored by Cooley attorneys Tejal Shah and Bingxin Wu analyzing a recent Securities and Exchange Commission (SEC) enforcement action against a public company for books and records and internal controls violations – the first nonfraud enforcement action brought against a public company during Chairman Paul […]
What Foreign Issuers Should Know About SEC Trading Suspensions
As of April 27, 2026, the Securities and Exchange Commission (SEC) has suspended the trading of 14 Asia-based companies that conducted their initial public offering (IPO) on Nasdaq or the New York Stock Exchange (NYSE) within the last two years due to potential market manipulation. The SEC’s focus on foreign […]
SEC Announces FY2025 Enforcement Results, Emphasizing Focus on Fraud
On April 7, 2026, the US Securities and Exchange Commission (SEC) announced its enforcement results for fiscal year 2025, which ran from October 2024 to September 2025. In FY2025, the SEC filed 456 enforcement actions, including 303 “standalone” actions, representing a decrease of 22% and 30%, respectively, from FY2024. In […]
Delaware Supreme Court Rejects Constitutional Challenges to DGCL Safe Harbor Amendments
On February 27, 2026, the Delaware Supreme Court upheld two key amendments to Section 144 of the Delaware General Corporation Law (DGCL) passed as part of Senate Bill 21 (SB21). The ruling – issued in Rutledge v. Clearway Energy – was a win for the Clearway defendants and supporters of […]
Delaware Supreme Court Reverses Moelis, Holding Claims Regarding Stockholder Agreement Are Time-Barred
On January 20, 2026, the Delaware Supreme Court issued a highly anticipated opinion in Moelis & Company v. West Palm Beach Firefighters’ Pension Fund, rejecting a minority stockholder’s challenge to a company’s stockholder agreement with its founder. Reversing a Delaware Court of Chancery decision, the Delaware Supreme Court held that […]
Featured in Law360: 3 Cases Highlight SEC Distinction Between Exec, Co. Liability
Law360 recently published an article authored by Cooley attorneys Tejal Shah and Bingxin Wu examining three recent Securities and Exchange Commission (SEC) enforcement actions involving public companies that provide insight on the circumstances in which the SEC holds companies versus executives accountable for disclosure violations. As the article explains, the […]
Updated SEC Enforcement Manual Emphasizes Engagement and Transparency
On February 24, 2026, the US Securities and Exchange Commission (SEC) announced major updates to its Enforcement Manual (Manual), a guidance document the SEC staff uses when conducting investigations of potential securities law violations. This is the first time the SEC has updated the Manual since 2017, but the announcement […]
Securities Class Action Trends in 2025: Fewer Cases Filed, But More Dollars at Stake
Two leading consulting and expert firms – Cornerstone and NERA – recently released their reports on securities class action filings in 2025. Both observed a decline in new filings, driven largely by fewer Section 10(b) cases. At the same time, measures of potential investor losses reached historical highs, propelled by […]