Jay A Dubow

March 01, 2006 | Law.com

In September 2004, Stephen Cutler, the SEC's then-director of the Division of Enforcement, signaled the SEC's willingness to prosecute gatekeeper attorneys who give legal advice that violates securities laws. Since then, the SEC has brought a number of enforcement actions against in-house counsel of public companies. An attorney can be liable if he or she is aware, or should be aware, that a client's SEC filings contain misrepresentations. And outside counsel are vulnerable too.

By Jay A. Dubow and Jill L. Mandell

10 minute read

February 27, 2006 | The Legal Intelligencer

Prior to the last couple of years, except for a few notable exceptions a number of years ago, the Securities and Exchange Commission had not brought enforcement actions against attorneys rendering legal advice. That has changed.

By Jay A. Dubow And Jill L. Mandell

10 minute read

January 23, 2007 | The Legal Intelligencer

With the increasing focus on executive compensation, companies have been prosecuted for the manipulation of the timing of stock option grants and exercises.

By Jay A. Dubow and Justine M. Kasznica

8 minute read

October 27, 2006 | Law.com

The need for corporations to conduct internal investigations has exploded in the post-Enron/SOX era and shows no sign of slowing, particularly given the recent deluge of stock option backdating cases that have been reported in the press. From government inquiries into possible illegal conduct to lawsuits alleging whitewashed reports, the need for a carefully executed investigation is vital. Here are a few pointers to consider, from attorneys Jay Dubow and Myles Seidenfrau.

By Jay A. Dubow and Myles A. Seidenfrau

10 minute read

June 28, 2006 | Law.com

If a corporate insider who is in possession of material, nonpublic information sells holdings based on that information, it is unquestionably insider trading. But is donating those holdings to charity and taking the tax deduction also a form of insider trading? Possibly, say attorneys Jay A. Dubow and Brian J. Slipakoff. They warn that the Securities Exchange Act provisions are sufficiently broad -- and courts' interpretation of the legislative intent may be sufficiently elastic -- to cover donations.

By Jay A. Dubow and Brian Slipakoff

9 minute read

October 27, 2006 | Law.com

The need for corporations to conduct internal investigations has exploded in the post-Enron/SOX era and shows no sign of slowing, particularly given the recent deluge of stock option backdating cases that have been reported in the press. From government inquiries into possible illegal conduct to lawsuits alleging whitewashed reports, the need for a carefully executed investigation is vital. Here are a few pointers for both counsel and their clients to consider, from attorneys Jay Dubow and Myles Seidenfrau.

By Jay A. Dubow and Myles A. Seidenfrau

10 minute read

June 28, 2006 | Law.com

If a corporate insider who is in possession of material, nonpublic information sells holdings based on that information, it is unquestionably insider trading. But is donating those holdings to charity and taking the tax deduction also a form of insider trading? Possibly, say attorneys Jay A. Dubow and Brian J. Slipakoff. They warn that the Securities Exchange Act provisions are sufficiently broad -- and courts' interpretation of the legislative intent may be sufficiently elastic -- to cover donations.

By Jay A. Dubow and Brian Slipakoff

9 minute read