Dodd-Frank.com

SEC Charges Issuer for Reg FD Violation for Selective Disclosure to Analysts

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The SEC charged TherapeuticsMD Inc., a pharmaceutical company headquartered in Boca Raton, Florida, with violations of Regulation FD based on its sharing of material, nonpublic information with sell-side research analysts without also disclosing the same information to the public.  No individuals were charged.  The company did not admit or deny... Read More

Topics: Litigation, Public Companies and Securities

Facebook: Hypothetical Risk Factors are Insufficient Disclosure When the Risk has Occurred

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The SEC announced charges against Facebook Inc. for making misleading disclosures regarding the risk of misuse of Facebook user data.  According to the SEC, for more than two years, Facebook’s public disclosures presented the risk of misuse of user data as merely hypothetical when Facebook knew that a third-party developer... Read More

Topics: Litigation, Public Companies and Securities

SEC to Consider Settlement Offers and Waiver Requests Simultaneously

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In a public statement, SEC Chairman Jay Clayton discussed the historical interplay between settlement offers and related waiver requests.  Chair Clayton noted: “Although settlement offers and waiver requests have generally been made contemporaneously, and resolution of both often is critical to achieving the necessary level of certainty, in recent years,... Read More

Topics: Litigation, Public Companies and Securities

The Right Way to Release Claims for Advancement on Termination of Employment

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In Ephrat et al v medCPU, Inc., the Delaware Court of Chancery considered whether a separation agreement released claims of advancement pursuant to medCPU’s, or the company’s, certificate of incorporation. The plaintiffs, former officers and directors of the company, sued to enforce their rights to payments under a separation agreement.... Read More

Topics: Employment, Litigation, Public Companies and Securities

Revlon Lives – Chester County Employees’ Retirement Fund v. KCG Holdings, Inc.

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In Chester County Employees’ Retirement Fund v. KCG Holdings, Inc. et al the Delaware Court of Chancery considered the interplay between the Corwin and Revlon doctrines. In July 2017, Virtu Financial, Inc. (“Virtu”) acquired KCG Holdings, Inc. (“KCG”) for $20 per share. A former KCG stockholder alleged KCG’s directors failed... Read More

Topics: Litigation, M&A, Public Companies and Securities