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Trading Plans to Avoid Insider Trading Presumptions

An insider of a public company who trades in the company’s stock while aware of material but nonpublic information about the company is presumed to be trading on the basis of that information in violation of Securities and Exchange Commission Rule 10b-5. To counter that presumption, companies may adopt Rule 10b5-1 Trading Plans.

Public Comment and Judicial Review Regarding Government Antitrust Settlements

Under Section 5(a) of the Clayton Act, 15 U.S.C.S. § 16(a), a final judgment in a successful federal government antitrust enforcement action is prima facie evidence in a subsequent private action for treble damages of the defendant’s antitrust violation. However, a consent decree agreed to by a defendant in a federal government action before any testimony is taken is not considered prima facie evidence in a subsequent private action.

Investment Adviser Reporting Requirements

Investment advisers must file Form ADV with the Securities and Exchange Commission or with state offices for regulating securities. Investment advisers who manage $25 million or more in client assets must file the form and register with the Securities and Exchange Commission. Advisers managing smaller amounts of assets must file Form ADV with state securities regulators.

Duty of Care

A corporate director has the duty to act in good faith in pursuit of the company’s best interests and to use the care that an ordinary prudent person in a like position would use under similar circumstances. The Model Business Corporation Act implies that corporate officers have an even higher duty of care because they are intimately familiar with and knowledgeable about the corporation’s activities and have better access to corporate information than directors have. Most jurisdictions recognize that high-ranking corporate officers have a fiduciary relationship with the corporation.

Employment Law

Protection for Workplace Safety Whistleblowers

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