Securities Regulation Daily Wrap Up, WORTH NOTING—Other litigation, regulatory activity and industry news, (Jun 20, 2025)

By WK Editorial Staff

A weekly roundup of other items of interest to the securities, commodities, and corporate governance communities.

FIDUCIARY DUTIES—The Delaware Supreme Court reversed a $199 million judgment against a Canadian energy company, highlighting a change in the law on aiding-and-abetting breach of fiduciary duty during an acquisition. The Court of Chancery previously found that stockholders had proved aiding-and-abetting claims by showing that TransCanada constructively knew of and culpably participated in breaches of fiduciary duty by officers of Columbia Pipeline during an acquisition. However, the Delaware Supreme Court subsequently held in In re Mindbody, Inc., Stockholder Litigation that for an acquiror to be liable for aiding and abetting a sell-side breach of fiduciary duty, the acquiror must have actual knowledge of both the target’s breach and the wrongfulness of its conduct. On an independent review of the Columbia Pipeline record, the Delaware Supreme Court found this standard was not met (In re Columbia Pipeline Group, Inc. Merger Litigation, No. 281, 2024 (Del. Sup. Ct. Jun. 17, 2025)).

BLOCKCHAIN—Again pressing a district court to reduce a $125 million penalty that the court ordered in 2024, Ripple Labs filed a supplemental letter urging that the SEC’s recent change in crypto policy justifies reducing the penalty related to the sale of unregistered securities. Judge Analisa Torres of the Southern District of New York recently rejected a request by Ripple and the SEC related to reducing the penalty to $50 million, saying no “exceptional circumstances” were shown to justify modifying the final judgment. Elaborating on a June 12 joint letter previously submitted with the SEC, Ripple pointed to the SEC’s recent broad-based dismissal of multiple crypto enforcement actions, stating that reducing the penalty would put it on more comparable footing with other industry participants, (SEC v. Ripple Labs, Inc., No. 20-cv-10832 (AT)(SN) (S.D.N.Y. Jun. 17, 2025)).

BLOCKCHAIN—The Gemini Trust crypto company filed a complaint with the CFTC Inspector General accusing the agency of engaging in “trophy-hunting lawfare” in pursuing an enforcement action over alleged fraud. Gemini agreed to pay $5 million in January to settle CFTC charges that it made false statements in connection with the self-certification of a bitcoin futures contract. Now, Gemini says CFTC enforcement staff “selectively and unfairly weaponized the Commodity Exchange Act” and ignored that “their star witness was a pathological liar, tax evader, and serial false whistleblower.” According to Gemini, CFTC enforcement denied Gemini access to potential exculpatory evidence and should not have brought false statement claims without evidence of scienter. In the January 13 letter, Gemini said it “stands by ready, willing, and able to assist the Commission and Inspector General in whatever capacity they would deem helpful.”

FORMS AND FILINGS—The SEC has adopted amendments to the EDGAR Filer Manual. The updates to Filer Manual, Volume II: “EDGAR Filing,” Version 75 (June 2025) and Version 76 (September 2025) and to Rule 301 of Regulation S-T reflect, among other changes: amendments related to Form N-CEN; removal of submission Types N-PX and N-PX/A from EDGARLink Online; and certain errata changes. The changes associated with Version 76 reflect the EDGAR Next rulemaking and are effective September 15, 2025; they are being published as a courtesy 90-day preview of the EDGAR Next-related updates in advance of the September 15 compliance date. EDGAR Release 25.2 also supports the 2025 version of the International Financial Reporting Standards (IFRS) taxonomy.

RISK MANAGEMENT—The Securities Investor Protection Corporation (SIPC) announced a new President and CEO. Michael Post is former in-house counsel at Bank of America Merrill Lynch and at the MSRB, and he also served for more than ten years at the SEC. Post said he is “deeply committed to SIPC’s vital mission to promote investor confidence, which is essential to efficient capital formation.” He takes over from Josephine Wang on July 1.

LAW FIRM NEWS—Drew Rolle, a former deputy chief of the Business and Securities Fraud Section in the U.S. Attorney’s Office for the Eastern District of New York, joined Alston & Bird as a partner in the White Collar, Government & Internal Investigations Group, based in New York. In addition to supervising high-profile prosecutions of securities and commodities fraud, among other matters, he led EDNY efforts to combat fraud in the digital asset markets as co-digital asset coordinator. He also served as acting chief of the Organized Crime and Gangs Section.

LAW FIRM NEWS—Drew Valentine joined White & Case as a partner in the Global Capital Markets Practice, based in New York. He advises on complex corporate finance and equity capital markets transactions, including IPOs, secondary offerings and convertible notes offerings, with a particular focus on the semiconductors, quantum computing, retail and life sciences sectors.

LAW FIRM NEWS—Mark Grossman joined Falcon Rappaport & Berkman as a partner in the firm’s Corporate & Securities Practice, based in New York. He advises on corporate transactions, M&A, venture capital, and securities law, along with complex transactional work including software licensing, SaaS and cloud services, outsourcing agreements, AI governance, data privacy, intellectual property, and regulatory compliance.

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