Fundr’s Post

Here are our thoughts on the implications of the Supreme Court's decision limiting the SEC's ability to obtain penalties in administrative proceedings.

Check out the below write-up on the Supreme Court's recent holding that pure omissions cannot support Section 10(b) and Rule 10b-5(b) liability.

The U.S. Supreme Court has issued a unanimous decision holding that pure omissions are not actionable under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5(b) thereunder. The Court reasoned that the rule only prohibits omitting a material fact necessary “to make the statements made . . . not misleading.” Partners Todd Fishman, Ken Rivlin, Eugene Ingoglia, David Flechner, and associate Elizabeth Sullivan, take a closer look at the ruling, discuss key takeaways and highlight the important role the judiciary plays in setting the scope and bounds of federal securities laws. Read more here: https://ow.ly/vbKI50RgIBS #SEC #SCOTUS

As I’ve written about a few times, in July 2020 the SEC adopted amendments to change the definition of “solicitation” in Exchange Act Rule 14a-1(l) to specifically include proxy advice subject to certain exceptions, provide additional examples for compliance with the anti-fraud provisions in Rule 14a-9, and amended Rule 14a-2(b) to specifically exempt proxy voting advice businesses from the filing and information requirements of the federal proxy rules. On the same day, the SEC issued updated guidance on the new rules. #SecuritiesLawBlog #SEC #ALCLAW

As I’ve written about a few times, in July 2020 the SEC adopted amendments to change the definition of “solicitation” in Exchange Act Rule 14a-1(l) to specifically include proxy advice subject to certain exceptions, provide additional examples for compliance with the anti-fraud provisions in Rule 14a-9, and amended Rule 14a-2(b) to specifically exempt proxy voting advice businesses from the filing and information requirements of the federal proxy rules. On the same day, the SEC issued updated guidance on the new rules. #SecuritiesLawBlog #SEC #ALCLAW

Now the challenges to CFPB rulemakings will need to focus (more) on merit and rule technicalities than Bureau Constitutionality.

On June 27, 2023, in SEC vs. Jaresky, the U.S. Supreme Court held that a jury trial is required under the Seventh Amendment in securities fraud cases brought by the SEC. If the SEC seeks civil penalties, like monetary fines, then it lacks the authority to initiate administrative proceedings. Instead, it must file a lawsuit in federal court, where it would argue for such penalties before a jury. Click the link below to read the full report. https://hubs.li/Q02HskrP0

In a unanimous ruling, the Supreme Court has declared that the failure to disclose information required by Item 303 of SEC Regulation S-K cannot, on its own, give rise to liability under Rule 10b-5(b) of the Securities Exchange Act, unless there is an accompanying misleading statement. However, the Court's decision does not provide a clear definition of what constitutes a "statement made" when a statement is partially true but misleading. For a comprehensive analysis of this case, I invite you download our Alert.

The US Supreme Court recently affirmed the constitutionality of the Consumer Financial Protection Bureau's funding structure. This reverses a contentious 2022 decision by the Fifth Circuit. Our alert provides an overview of the ruling and its key takeaways for the #FinancialServices industry. #SCOTUS #CFPB

The US Supreme Court recently affirmed the constitutionality of the Consumer Financial Protection Bureau's funding structure. This reverses a contentious 2022 decision by the Fifth Circuit. Our alert provides an overview of the ruling and its key takeaways for the #FinancialServices industry. #SCOTUS #CFPB