The personal benefit element of the tipping violation established in Dirks v. SEC has been misunderstood. Courts, the Securities and Exchange Commission, and criminal prosecutors have broadly construed it to create liability for insiders who received remote, speculative, immaterial, or...

A major issue in United States v. Blaszczak, 2019 WL 7289753 (2d Cir.), was whether the government needed to prove the elements of a Rule 10b-5 tipping violation from Dirks v. SEC, 463 U.S. 646 (1983), when charging a tipper and tippees with the crimes of wire fraud and securities fraud in Title...

The personal benefit requirement in an insider trading case based on a tipping violation has been controversial and led to a split in the circuit courts. The Supreme Court's decision in Salman v. United States partly resolved the differences, but questions about the scope of the personal benefit...

The purpose of this paper is to consider the strength of securities fraud charges asserted against computer hackers who used technical methods to obtain unauthorized access to corporate press releases before they were released to the public and traders who paid for the stolen information and...

The enforcement program at the Securities and Exchange Commission has been the subject of severe criticism in recent years. The occasional reforms that have been adopted have not begun to root out the deeper, structural defects with the investigation and charging process at the SEC. Reforms...

An important issue in many enforcement cases brought by the Securities and Exchange Commission is the scope of primary liability under the two main anti-fraud provisions, Section 17(a) of the Securities Act and Rule 10b-5 of the Exchange Act. In Flannery, which was an administrative enforcement...

Accredited investors as defined in the Securities and Exchange Commission’s Regulation D occupy a favored spot in the world of federal securities law and may participate in investment opportunities not available to other investors. The Securities and Exchange Commission (SEC) views accredited...

This is the second comment I filed with the Securities and Exchange Commission on its proposal to require climate-change disclosures (Proposal). My first comment, filed on April 12, 2022, explains that the SEC lacks statutory authority to adopt the rules in the Proposal.The second comment gives...

The Securities and Exchange Commission is planning to propose new mandatory disclosure rules on climate change without further statutory authority from Congress. The purpose of this comment is to explain that the SEC does not currently have statutory authority to adopt such disclosure rules....

The Supreme Court recently held oral argument in Slack Techs., LLC v. Pirani (No. 22-200) to consider whether a buyer of securities in a direct listing, which involved registered and unregistered shares, needed to prove that he bought shares covered by an allegedly misleading registration...