Expert Analysis

• Takeaways From DOJ's Novel Insider Trading Indictment

  

  The U.S. Department of Justice's recently announced insider trading charges in U.S. v. Peizer mark the first indictment based solely on an executive’s use of a Rule 10b5-1 trading plan, reflecting prosecutors' aggressive approach and providing insights for corporate executives, say attorneys at Cleary.

• Opinion

  Humanism Should Replace Formalism In The Courts

  

  The worrying tendency for judges to say "it's just the law talking, not me" in American decision writing has coincided with an historic decline in respect for the courts, but this trend can be reversed if courts develop understandable legal standards and justify them in human terms, says Connecticut Superior Court Judge Thomas Moukawsher.

• Understanding SEC's Aggressive Shift On Disclosure Controls

  

  Recent cases make clear that the U.S. Securities and Exchange Commission is now focusing on the historically seldom-used Rule 13a-15(a) to go after alleged disclosure failures in a wide variety of areas, including environmental, social and governance disclosures and cybersecurity breaches, say Kit Addleman and Kurt Gottschall of Haynes Boone.

• SVB Collapse Highlights Ch. 11 Issues With Bank Holding Cos.

  

  Amid recent banking turmoil, including Silicon Valley Bank's collapse and subsequent Chapter 11 filing of its parent company, distressed debt investors and board members must understand the distinct rules in bank holding company bankruptcies, including Bankruptcy Code provisions granting significant advantages to federal regulatory agencies like the FDIC, say attorneys at Skadden.

• SEC Conflicts Of Interest Settlement Is Cautionary Reminder

  

  The U.S. Securities and Exchange Commission's recent settlement with a former Blackrock co-manager shows the scope of the conflicts of interest disclosure standard under the Advisers Act and the need for advisers to recognize, disclose and eliminate conflicts in order to make sure they aren't made the next example, say Ronak Patel and Patrick Medeo at Bressler.

• When Preferred Equity Is A Shareholder Vote Alternative

  

  As it is becoming increasingly common to have low participation rates at shareholder meetings, the recent trend of firms adapting blank-check preferred equity for this purpose suggests that it could become a more common and perhaps even a standardized tool for boards, says law professor Brandon Vongsawad.

• Don't Let Client Demands Erode Law Firm Autonomy

  

  As clients increasingly impose requirements for attorney hiring and retention related to diversity and secondment, law firms must remember their ethical duties, as well as broader issues of lawyer development, culture and firm integrity, to maintain their independence while meaningfully responding to social changes, says Deborah Winokur at Cozen O'Connor.

• Making The Argument Against No-Contact Bail Conditions

  

  The criminal cases against FTX founder Samuel Bankman-Fried and Ozy Media co-founder Carlos Watson provide lessons for white collar defense attorneys crafting arguments against no-contact bail conditions, at a time when clients are using new communication tools and prosecutors are increasingly pursuing senior executives, says James Roberts at Schlam Stone.

• Why Event-Driven Securities Class Actions Often Succeed

  

  Though corporate defendants point to event-driven cases as evidence that the American securities class action regime has gone haywire, in fact, these suits illustrate precisely why securities litigation works so well to protect investors and the broader capital markets, say Daniel Barenbaum and Michael Dark at Berman Tabacco.

• SEC Compounds Crypto Confusion With Coinbase Case

  

  The U.S. Securities and Exchange Commission appears poised to settle SEC v. Wahi, its first cryptocurrency insider trading case — thus missing an opportunity to explain its divergence from New York federal prosecutors on the crucial question of whether cryptocurrencies are securities, say Samidh Guha and Sophia Kielar at Perry Guha, and Evan Kielar at Thomson Reuters Special Services.

• Opinion

  Federal Judge's Amici Invitation Is A Good Idea, With Caveats

  

  An Arkansas federal judge’s recent order — inviting amicus briefs in every civil case before him — has merit, but its implementation may raise practical questions about the role of junior attorneys, economic considerations and other issues, says Lawrence Ebner at the Atlantic Legal Foundation.

• Community Banks Uniquely Poised To Grow ESG Movement

  

  Environmental, social and governance factors continue to influence a wide range of businesses, but unlike most other corporations, community banks can address these issues in normal business operations as they have for years already had a responsibility to focus on ESG-type issues, says Michael Waters at Jones Walker.

• 9 Years Post-Ritchie, Some Clarity On Texas Fiduciary Duties

  

  The Texas Supreme Court's 2014 Ritchie decision made shareholder conduct harder to police because it rendered some actions unassailable, regardless of the effect on minority owners, but a Texas appellate court's recent opinion in Sohani v. Sunesara provides useful instruction on how to structure an attack on self-dealing, say Robert Wilkins and Kaitlyn Faucett at Lightfoot Franklin.

• 3 Insights On DOJ Self-Disclosure Policy From Sterling Plea

  

  Sterling Bancorp’s recent corporate resolution, in which it agreed to plead guilty to securities fraud, provides valuable insights into how the U.S. Department of Justice will implement and apply its revised voluntary self-disclosure policy, says Dominick Gerace at Taft.

• Fox Ex-Producer Case Is A Lesson In Joint Representation

  

  A former Fox News producer's allegations that the network's lawyers pressured her to give misleading testimony in Fox's defamation battle with Dominion Voting Systems should remind lawyers representing a nonparty witness that the rules of joint representation apply, says Jared Marx at HWG.