All posts by Cooley

SEC’s Proposed Rules Highlight Continued Focus on Cybersecurity

On March 9, 2022, the Securities and Exchange Commission (“SEC”) proposed new rules which, if adopted, would require public companies to promptly disclose material cybersecurity incidents and, more generally, to provide more detailed disclosures regarding cybersecurity risk management, strategy, and governance practices. The rules – the latest in a series […]

Delaware Finds Stockholder Claims Against SPAC Fiduciaries Subject to Entire Fairness Review

As SPAC IPOs broke records – in both value and volume – in 2020 (and again in 2021), it was inevitable that stockholder litigation would follow. More than 50% of the SPACs that went public in 2020 and 2021 are incorporated in Delaware, giving particular significance to SPAC litigation filed […]

Whistleblower Complaints and Rewards Explode Worldwide

What you need to know Since the onset of the COVID-19 pandemic, the number of whistleblower complaints received by regulators has exploded on both sides of the Atlantic. On November 15, 2021, the US Securities and Exchange Commission (SEC) reported that it paid out more in whistleblower awards in fiscal […]

SEC Enforcement Director Sets Aggressive Tone

Gurbir Grewal, the recently-appointed Director of the Securities and Exchange Commission’s Division of Enforcement, comes from a law enforcement background.  Before joining the SEC, he served as New Jersey Attorney General, where he presided over cases against prominent companies alleging violations of state environmental law.  Before that, he served as […]

Ninth Circuit Rejects ‘Direct Listing’ Carve-Out from Securities Act Liability

On September 20, 2021, the United States Court of Appeals for the Ninth Circuit issued its much anticipated decision in Pirani v. Slack Technologies, Inc., which raised the novel question (a question of first impression, according to the panel) of whether shareholders lack standing to sue under Sections 11 and […]

SEC Charges Alternative Data Provider With Misrepresenting Data Sources

What happened Last week the SEC brought securities fraud charges against App Annie and its co-founder and former CEO and Chairman Bertrand Schmitt for engaging in deceptive practices and making material misrepresentations about how App Annie’s alternative data was derived. App Annie and Schmitt agreed to pay $10 million and […]

Plumbers & Steamfitters Local v. Danske Bank: Second Circuit Affirms Dismissal of Securities Class Action Arising from Money Laundering at Estonian Branch of Denmark Bank

Summary On August 25, 2021, the Second Circuit unanimously affirmed the lower court’s dismissal of a securities class action accusing Danske Bank and several of its former executives of downplaying a money-laundering scandal at Danske’s Estonian Branch. The court held that while the Estonian Branch’s failure to follow anti-money laundering […]

SEC Enforcement Targets Cybersecurity Disclosures Again

Securities and Exchange Commission Chairman Gary Gensler has pledged to bring a renewed focus to robust enforcement of the federal securities laws. As we observed in a recent blog post, under Chairman Gensler and Director Gurbir Grewal, the SEC’s Division of Enforcement will be more aggressive in several arenas—including public […]