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On March 1, 2023, the US Department of Justice (DOJ) and the US Securities and Exchange Commission (SEC) charged a healthcare executive with insider trading based on material, non-public negative information known to the executive at the time he adopted two Rule 10b5-1 trading plans.

The U.S. Department of Justice ("DOJ") won at trial in its first insider trading prosecution against an executive based exclusively on his sales of stock under 10b5-1 trading plans.

On November 8, 2021, Governor Hochul signed legislation to permanently amend the New York Business Corporation Law and New York Not-for-Profit Corporation Law.

Since then, the Portland City Council has voted to subpoena documents concerning the program, and lawmakers in Philadelphia and Austin have said they are cooperating with DOJ investigation.

Our In the Boardroom: Practical Advice and Guidance podcast series features insights from Mintz Members Steve Osborn, Melanie Levy, and Tom Burton on a wide variety of topics specific to boards.

Board members are responsible for ensuring their board can fulfill its duty of care to the organization.

This memorandum provides a summary analysis of the extent to which charitable organizations, their officers, directors or trustees, employees, and volunteers are exposed to liability under Massachusetts and federal law.

Shannon Nash, a chief financial officer, public company board director, investor, qualified financial expert, attorney and CPA with over 25 years of experience...

Shannon Nash, a chief financial officer, public company board director, investor, qualified financial expert, attorney and CPA with over 25 years of experience, is also a documentary film director.

For those that haven't had a chance to read the new National Defense Authorization Act for Fiscal Year 2026 that was passed by the US House of Representatives on December 10, 2025...

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...

The Ninth Circuit held that Section 304 of the Sarbanes-Oxley Act allows for a clawback of CEO and CFO compensation regardless of whether the clawback was triggered by personal misconduct.

On May 16th, Governor Cuomo announced the issuance of proposed regulations by several New York State agencies

This template memorandum is a comprehensive document intended to educate directors and officers of a newly public company about their legal and regulatory obligations under U.S. federal securities laws

As a result of current market uncertainties encouraging buyers and sellers to close deals more quickly and the Securities and Exchange Commission’s (SEC’s) clarification of the "all holders/best price" rule, tender offers have been increasing as a percentage of overall U.S. public M&A activity over the past couple of years.

The 2012 proxy season evidences the fact that many retail and institutional shareholders continue to be actively involved in looking out for what they perceive to be the best interests of companies in which they have invested their capital.

On September 27, 2023, the Securities and Exchange Commission (the "SEC") announced charges against six officers, directors, and major shareholders of public companies ("insiders")...

Securities and Exchange Commission Chair Gensler released a succinct statement on March 12, 2023: "In times of increased volatility and uncertainty, we at the SEC are particularly focused...