When Poor Investment Diligence Becomes an Advisers Act Violation
The Securities and Exchange Commission (SEC) recently settled an enforcement action against Hatteras Investment Partners and its CEO and co-founder, David Perkins, arising from a transaction that resulted in losses of approximately $300 million. But the interesting part of the case is not the investment loss itself. It is the […]
SEC Proposes Rescinding Investment Adviser Pay-to-Play Rule
The proposal would eliminate Rule 206(4)-5’s two-year compensation ban, covered associate framework and third-party solicitor restrictions. Actual pay-to-play conduct would remain a potential antifraud and fiduciary-duty violation. On September 3, 2026, the US Securities and Exchange Commission (SEC) proposed rescinding Rule 206(4)-5 under the Investment Advisers Act of 1940 (Advisers […]
SEC Eyes Pre-IPO Share Sales as Private-Market Retail Access Expands
During a time of several highly anticipated IPOs of high-profile private companies, the US Securities and Exchange Commission (SEC) continued to file enforcement actions against investment vehicles and related individuals in connection with the offer and sale of pre-IPO securities. Pre-IPO securities provide investors with an opportunity to invest in a […]
Court Holds Revlon ‘Duties’ Don’t Apply to PBC in Change-of-Control Transaction
Recently, the Delaware Court of Chancery issued a decision of first impression addressing the fiduciary duties and standards of review applicable to a Delaware public benefit corporation (PBC) navigating a change-of-control transaction. In Drakes Landing Associates, L.P. v. Tilden Park Capital Management, L.P., C.A. No. 2025-0898-NAC (Del. Ch. July 29, 2026), […]
Securities Class Action Trends: AI Filings Surge, Alleged Losses and Settlement Values Climb
Two leading consulting and expert firms – Cornerstone Research and NERA – recently released reports on securities class action filings and settlements in the first half of 2026. Both reported a notable upturn in filing activity and meaningful increases in alleged investor losses and settlement values. Cornerstone’s reports observed a […]
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 […]