Articles Tagged: Disclosure
Amgen has agreed to pay $74 million to resolve a shareholder class action in the Southern District of New York alleging the company waited too long to disclose a potential IRS tax exposure that plaintiffs said totaled $10.7 billion. The settlement is preliminary and still must be approved by the court, but it is already notable as a significant recent securities case resolution involving disclosure timing rather than an underlying product, accounting, or operational event.
The suit centered on a familiar securities-law theory: investors claimed they were not given timely and accurate information about a material risk facing the company.
The Securities and Exchange Commission and Elon Musk have asked a federal court in Washington, D.C., to approve a settlement resolving claims that Musk failed to timely disclose his purchases of Twitter stock in 2022. The proposed resolution includes a $1.5 million civil penalty and would close one of the more visible disclosure-related enforcement disputes arising from Musk’s acquisition of the social media platform.
At the center of the matter is Section 13(d) of the Securities Exchange Act, which generally requires investors who cross the 5% ownership threshold in a public company to promptly disclose that stake to the market.
A federal judge in Washington, D.C., is signaling that a proposed SEC settlement tied to disclosures around Elon Musk’s earlier Twitter stock purchases may face a tougher path than the parties expected. In a recent hearing, the court reportedly identified “red flags” in the proposed resolution, raising the possibility that the deal will not be approved in its current form.
That alone makes the matter worth watching.


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