Securities Regulation

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Following on my Weinberg Center blog post back on October 27, I write today to promote participation in a survey hosted by the University of Delaware’s John L. Weinberg Center for Corporate Governance on public company Rule 14a-8 shareholder proposals under the Securities Exchange Act of 1934, as amended. The survey website explains that the Weinberg Center “seeks to gather practical insights from companies, investors, and related professionals about the scope and effectiveness of the current federal shareholder proposal rule (Rule 14a-8).” I suspect that the referenced professionals include lawyers representing both public companies and shareholders, as well as other advisors to each. More information about the survey can be found on the website.

In the spirit of that October 27 blog post, I am appreciative of the effort to gather information from a wide variety of constituents. I have taught group-oriented change leadership to undergraduate honors students here at The University of Tennessee using design thinking methods, in which the first step is undertaking to empathize. This step involves the team researching, and endeavoring to understand, the needs of various stakeholders. One design thinking website describes this first stage of a group-oriented process of innovation through design thinking…

The William S. Richardson School of Law at the University of Hawaiʻi at Mānoa invites applications for a tenure-track faculty position in Business Law to begin in Fall 2026. We seek candidates with a demonstrated record or strong potential for excellence in teaching, scholarship, and service.

We welcome applicants whose research and teaching interests include business associations, corporate law, commercial law, securities regulation, entrepreneurship, or related areas. The successful candidate will join a collegial and interdisciplinary faculty committed to teaching excellence, community engagement, and advancing justice in Hawaiʻi and beyond.
 
Applications must be submitted through the University of Hawaiʻi’s official Work at UH portal.

For full consideration, please apply by November 12, 2025.
 
For inquiries, please contact Professor Alina Ng Boyte at aboyte@hawaii.edu.

Back in June of 2024, in connection with the legislative debate in Delaware over the approval of § 122(18) of the General Corporation Law of the State of Delaware (DGCL § 122(18)), I authored a blog post in which I raised concerns about whether there was adequate understanding of the public policy impacts of the proposal to adopt DGCL § 122(18).  I then wrote:

I have one large and important question as Senate Bill 313 continues to move through the Delaware legislative process: do members of the Delaware General Assembly voting on this bill fully understand the large shift in public policy represented by the introduction of DGCL § 122(18)?  If so, then they act on an informed basis and live with the consequences, as they do with any legislation they pass that is signed into law.  If not, we all must work harder to enable that understanding.

Later that month, I authored and published a second blog post that cross-referenced the earlier blog post and offered several policy-related values relevant to the proposal.

Two-and-a-half weeks ago, I found myself affected by similar concerns about the need for serious, thoughtful policy engagement in Delaware.  The occasion was the Gala Celebration…

Call for Papers

The University of Richmond School of Law, in partnership with the University of Illinois College of Law, UCLA School of Law, and Vanderbilt Law School, invites submissions for the Twelfth Annual Workshop for Corporate & Securities Litigation. This workshop will be held on Thursday, October 23 and the morning of Friday, October 24, 2025 in Richmond, Virginia. 

Overview 

This annual workshop brings together scholars focused on corporate and securities litigation to present their scholarly works. Papers addressing any aspect of corporate and securities litigation or enforcement are eligible, including securities class actions, fiduciary duty litigation, and SEC enforcement actions. We welcome scholars working in a variety of methodologies, as well as both completed papers and works-in-progress. Authors whose papers are selected will be invited to present their work at a workshop hosted by the University of Richmond School of Law. Participants will pay for their own travel, lodging, and other expenses. 

Submissions 

If you are interested in participating, please send the paper you would like to present, or an abstract of the paper, to corpandsecworkshop@gmail.com by Friday, June 20, 2025. Please include your name, current position, and contact information in the e-mail accompanying the submission. Authors…

This Article preliminarily explores the contours of ESG information as a potential basis for unlawful insider trading under Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 adopted by the U.S. Securities and Exchange Commission under Section 10(b). Insider trading violations under Section 10(b) and Rule 10b-5 are rooted in a person’s (1) trading of securities while in possession of material

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Fellow Commissioners Peirce, Crenshaw, and Uyeda offered kind words in a statement issued earlier today on Gary Gensler’s last day on the Securities and Exchange Commission (SEC). In the statement, Chair Gensler was praised for being “committed to bipartisan engagement and a respectful exchange of ideas.” The statement ended with a lovely personal testament of gratitude.

Thank you, Chair, for your leadership, your zealous advocacy on behalf of our agency and investors, and your friendship. We are proud to have served this great agency alongside you. Your extensive public service over the past thirty years cautions against saying goodbye; instead, we will say – so long for now.

Chair Gensler also released a video on YouTube relating to his departure from the SEC, which you can find here. It is a useful, quick retrospective. At just a bit more than six minutes in length, it covers a bunch. I offered it up to the students in my Securities Regulation course as something they might want to watch. Among other things, he highlights the core policy underpinnings of federal securities regulation as the video progresses.

As the new SEC takes shape, I am sure we all will have more to…

Hennion and Walsh, a FINRA member firm, has taken an unusually aggressive position, claiming that because it has procured expungements through the FINRA forum, members of the public cannot discuss the underlying conduct. A cease and desist letter sent to a law firm claims that the firm “posts information relating to Hennion and Walsh, Inc. and its’ [sic] employees which has been found to be false and has been ordered to be expunged.” The letter goes on to claim, without authority, that it’s “illegal to provide a false statement . . .of an individual’s character and/or reputation” and that unspecified “relevant records reflect the information you have posted for public consumption has been deemed to be false, was ordered to be expunged and that order has been confirmed in a court of competent jurisdiction.”

The letter doesn’t specify exactly what statements it wants removed, but I presume it’s blog posts or other things featuring news of past Hennion and Walsh settlements or complaints against Hennion and Walsh employees. These are all fairly typical things for a plaintiff-side firm to post. If one investor has filed or settled a claim against a particular broker, there may be other aggrieved…

Yesterday, Judge Badalamenti denied Target’s motion to dismiss a securities fraud claim against it arising out of its decision to run a pride campaign. The securities fraud claim was brought by America First Legal and other firms. They issued the following statements after the decision:

Statement from Reed D. Rubinstein, America First Legal Senior Vice President:

“Today’s decision is a warning to publicly traded corporations’ boards and management: Our federal securities laws mandate fair and honest disclosure of the market risk created by management when it uses shareholder resources, including consumer goodwill, to advance idiosyncratic and extreme social or political preferences. The risk of ESG mandates and DEI initiatives, such as Target’s “Pride Month” that targeted young children, cannot be whitewashed with boilerplate language or ignored,” said Reed Rubinstein.

Statement from Jonathan Berry, Managing Partner of Boyden Gray PLLC:

“Today’s ruling is an important win for our clients; we look forward to continuing to litigate this case to obtain relief for our clients and hold Target accountable for their actions,” said Jonathan Berry.

The decision certainly sends a message to corporations about what to expect. Candidly, the decision surprised me. After the initial complaint in the matter, I expected…

In 2022, FINRA sanctioned one of its members, Alpine Securities Corporation, for violating FINRA’s private rules for member behavior and imposed a cease-and-desist order against Alpine. Alpine then sued in federal court, challenging FINRA’s constitutionality.

While that lawsuit was pending, FINRA concluded that Alpine had violated the cease-and-desist order and initiated an expedited proceeding to expel Alpine from membership in FINRA. Alpine then sought a preliminary injunction from the district court against the expedited proceeding, arguing that FINRA is unconstitutional because its expedited action against Alpine violates either the private nondelegation doctrine or the Appointments Clause. The district court denied the preliminary injunction.

We now reverse only to the extent the district court allowed FINRA to expel Alpine with no opportunity for SEC review. Alpine is entitled to that limited preliminary injunction because it has demonstrated that it faces irreparable harm if expelled from FINRA and the entire securities industry before the SEC reviews the merits of FINRA’s decision. Alpine has

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