Luke Cadigan is the Partner in Charge, Boston, and Tejal Shah and Elizabeth Skey are Partners at Cooley LLP. This post is based on their Cooley memorandum.
On June 4, 2026, the US Supreme Court held that the Securities and Exchange Commission (SEC) need not prove that investors suffered actual financial loss to obtain disgorgement in a civil action. In a unanimous opinion authored by Justice Neil Gorsuch, Sripetch v. SEC, the Court reached this conclusion by relying on “traditional equitable principles,” which “do not require a showing of pecuniary loss before a court may issue an award of unjust profits.”
This ruling creates uniformity nationwide on an issue that had split the circuits, with the US Court of Appeals for the Second Circuit previously holding that pecuniary loss was required to obtain disgorgement, and the First and Ninth Circuits holding it was not. The SEC’s ability to continue seeking disgorgement without showing pecuniary loss is meaningful, given the SEC obtained orders for $10.8 billion in disgorgement of ill-gotten gains and prejudgment interest in fiscal year 2025.[1]
Comment Letter on the Proposed Semiannual Reporting Rule
More from: Nell Minow, ValueEdge Advisors
Nell Minow is the Vice Chair at ValueEdge Advisors. This post is based on her SEC comment letter.
I write in strong opposition to the proposal to reduce reporting to file semiannual reports on the new Form 10-S in lieu of quarterly reports on Form 10-Q. I note that this was prepared entirely by me, without the aid of AI or any LLMs.
I agree with many of the thoughtful comments from investors, like the excellent comment from Marcie Frost, CEO of CalPERS, especially this:
If the Commission’s objective is to lengthen corporate decision-making horizons, then the more effective and well-targeted lever, as we have urged in prior comment letters, is to discourage the voluntary issuance of forward quarterly earnings guidance, not to dilute the historical financial reporting on which investors depend.
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