Bad behavior in the workplace is in many instances a legal wrong that leads to legal consequences. Sexual harassment, for example, leads to consequences under tort and employment law. But if the perpetrator is a director or officer of a Delaware corporation, does such bad behavior give rise to a claim by the corporation for breach of fiduciary duty against the miscreant fiduciary? The answer for now is “not always.” In Brola v. Lundgren, C.A. 2024-1108-LWW, 2025 WL 3439671 (Del. Ch. Dec. 1, 2025) (Will, V.C.), the Delaware Court of Chancery held that sexual harassment by a director or…
Continue Reading Delaware Court of Chancery Holds that a Fiduciary’s Alleged Harassment Resulting in Corporate Loss Does Not Necessarily Equate to a Breach of Fiduciary Duty

In SEC v. Sripetch, No. 24-3830, 2025 WL 2525848 (9th Cir. Sept. 3, 2025), the United States Court of Appeals for the Ninth Circuit affirmed a $2.25 million disgorgement award obtained by the United States Securities and Exchange Commission (“SEC”) in an enforcement action, rejecting the argument that the SEC must prove pecuniary harm to investors before obtaining disgorgement under 15 U.S.C. §§ 78u(d)(5) and (d)(7). This decision deepens a split between Circuits that require a showing of pecuniary harm to investors in this context, and those that do not. As it stands now, the First, Fifth and…
Continue Reading Ninth Circuit Clarifies SEC Disgorgement Standard, Aligning with the First and Fifth Circuits and Disagreeing with the Second Circuit

In Sneed v. Talphera, Inc., 2025 WL 2406424 (9th Cir. Aug. 20, 2025), the United States Court of Appeals for the Ninth Circuit affirmed the dismissal of a securities fraud suit against Talphera, Inc. (formerly AcelRx Pharmaceuticals; the “Company”) and two top executives, holding that a company slogan used in investor presentations — “Tongue and Done” — was not misleading to reasonable investors, especially in light of accompanying disclosures. This opinion clarifies the interplay between marketing materials, context and the reasonable investor standard for reliance and materiality in claims under Section 10(b) of the Securities Exchange Act of 1934 (“Exchange…
Continue Reading Ninth Circuit Affirms Dismissal of Securities Fraud Suit: Marketing Slogan Alone Not Actionable Under Section 10(b) and Rule 10b-5

On September 3, 2025, The Nasdaq Stock Market LLC (Nasdaq) announced proposed changes to its listing standards. According to Nasdaq, these proposed changes respond to the rising complexity and volatility in today’s capital markets, especially in the context of emerging companies and cross-border listings.
Continue Reading Nasdaq Proposes Significant Changes to Initial and Continued Listing Standards

Following up on our recent post analyzing Texas’s new proxy advisor disclosure statute, S.B. 2337, we note a significant development: On August 29, 2025, Judge Alan Albright of the United States District Court for the Western District of Texas issued a preliminary injunction temporarily preventing the Texas Attorney General from enforcing the law against major proxy advisory firms Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. (Glass Lewis).
Continue Reading Federal Court Blocks Enforcement of Texas Proxy Advisor Disclosure Law

Transactions in the United States and the United Kingdom can have material differences, particularly with respect to purchase price adjustment mechanics, due diligence processes, equity incentives, third-party reliance on diligence reports, sandbagging provisions, MAC closing conditions, and auction processes. This article explores these areas further, providing insights into how legal frameworks and market practices differ between the two jurisdictions.
Continue Reading Crossing the Atlantic: Navigating Differences in US and UK M&A Practice

Texas has enacted S.B. 2337, a statute set to reshape proxy advisory practices for publicly traded companies that are either organized in Texas, have their principal place of business in the state or have proposed becoming a domestic entity within Texas.
Continue Reading Texas’s New Proxy Advisor Disclosure Law: Key Details for Shareholders and Companies Ahead of September 2025

In United States v. Chastain, No. 23-7038, 2025 WL 2165839 (2d Cir. July 31, 2025), the United States Court of Appeals for the Second Circuit vacated wire fraud and money laundering convictions in what the government described as its first crypto insider trading case. The case involves a former employee of OpenSea, an online non-fungible token (“NFT”) marketplace, who allegedly used confidential information about which NFTs would be featured on OpenSea’s homepage to purchase those NFTs before they were promoted, then sold them after a post-promotion price bump for a profit. At trial, the United States District Court for …
Continue Reading Second Circuit Vacates Fraud Conviction in First Crypto “Insider Trading” Case

In EpicentRx, Inc. v. Superior Court, Case No. S282521, 2025 WL 2027272 (Cal. July 21, 2025), the California Supreme Court held that forum selection clauses may be enforced against California plaintiffs even when the selected forum — such as the oft-selected Delaware Court of Chancery — would not afford plaintiffs a right to a civil jury trial they would otherwise have had in a California court. This decision effectively overrules Handoush v. Lease Financing Group, LLC, 41 Cal.App.5th 729 (2019), in which the California Court of Appeal (First District) restricted courts from enforcing such clauses where the plaintiff would not…
Continue Reading California Supreme Court Holds That Lack of Jury Trial Right Is Insufficient to Reject Enforcement of Forum Selection Clause

The United States Court of Appeals for the District of Columbia Circuit recently held that the Securities and Exchange Commission (“SEC”) and the securities industry were effectively “separated by a common language.” Giving heed to the plain meaning rule when interpreting legislative intent, the Court in Institutional Shareholder Services, Inc. v. SEC, No. 24-5105, —F.4th —, 2025 WL 1802786 (D.C. Cir. July 1, 2025), affirmed an order of the United States District Court for the District of Columbia (see Institutional Shareholder Services, Inc. v. SEC, 718 F. Supp. 3d 7 (D.D.C. 2024)), granting summary judgment to plaintiff Institutional Shareholder …
Continue Reading Plain Speaking Wins the Day at the D.C. Circuit: Proxy Advisors Are Not Subject to SEC Section 14(a) Solicitation Prohibition Rule

The U.S. Securities and Exchange Commission (SEC) is once again considering a proposal that could exempt certain individuals—known as “finders”—from broker registration requirements when helping small businesses raise capital. The renewed focus, highlighted in the SEC’s Small Business Capital Formation Advisory Committee agenda for July 22, 2025, has reignited discussions that have been ongoing since the initial proposal was introduced in 2020.
Continue Reading SEC Revisits ‘Finder’ Exemption: Potential Impacts for Small Businesses and the Capital Markets

In Norman v. Strateman, No. A170356, 2025 WL 1802786 (Cal. App., 1st Dist., June 20, 2025), the California Court of Appeal held that a settlement of derivative claims reached among all shareholders of a close corporation was not enforceable because the settlement was not vetted by the trial court through a formal settlement approval process. This ruling confirms that the procedural requirements for derivative litigation must followed even for closely held companies where all shareholders are also individual parties to the litigation.
Continue Reading California Court of Appeal Holds That Derivative Litigation Settlement Procedural Rules Apply Even In Intra-Shareholder Suits in Closely Held Companies

In Ezrasons, Inc. v. Rudd, 2025 NY Slip Op. 03008, 2025 N.Y. LEXIS 717 (N.Y. May 20, 2025), the New York Court of Appeals reaffirmed the fundamental and controlling nature of the internal affairs doctrine as it relates to the choice of law regarding corporate governance disputes. Specifically, the Court held that in enacting Sections 626(a) and 1319(a)(2) of New York’s Business Corporation Law (“BCL”), the New York legislature did not clearly manifest an intent to displace the long-settled doctrine as it applies to shareholder derivative standing with respect to corporations formed under the laws of another jurisdiction. This decision provides…
Continue Reading New York Court of Appeals Reaffirms the Internal Affairs Doctrine for Foreign Corporations