Breton Leone-Quick

Breton Leone-Quick

Mintz Levin

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Massachusetts Federal Court Holds That LLC Operating Agreement Does Not Shield Defendants from Liability for Breaching Their...

A recent decision by Judge F. Dennis Saylor of the U.S. District Court for the District of Massachusetts, Butler v. Moore, C.A. No. 10-10207-FDS U.S. Dist. LEXIS 39416 (D. Mass. Mar. 26, 2015), offers an example of how...more

4/28/2015 - Cell Towers Closely Held Businesses Corporate Governance Fiduciary Duty LLC Operating Agreements Shareholders Small Business Startups

Current and Former SEC Officials Speak About Enforcement Issues Concerning Municipal Securities

Last week, the National Association of Bond Lawyers held its 13th Annual Tax and Securities Law Institute. Some of the panels included current and former employees of the SEC who spoke on several of the more notable recent...more

3/16/2015 - Control Person Enforcement Enforcement Actions Municipal Securities Issuers SEC

Floyd Advisory’s Analysis of 2014 SEC Enforcement Actions

Our friends over at Floyd Advisory recently released their Summary of Accounting and Auditing Enforcement Releases for the Year Ended December 31, 2014. Some of the more notable highlights from the report include...more

3/6/2015

Four Things to Know About the 2015 SEC OCIE Exam Priorities

On January 13, 2015, the SEC’s Office of Compliance Inspections and Examinations issued its Examination Priorities for 2015. Among the various priorities, these four issues stood out...more

1/16/2015 - Broker-Dealer Cybersecurity Excessive Fees Industry Examinations Investment Adviser OCIE SEC

SEC Scrutiny of Crowdinvesting Sites Not Registered as Broker-Dealers

On November 10, 2014, the SEC announced a settlement with Eureeca Capital SPC, which is a crowdinvesting portal incorporated in the Cayman Islands. Eureeca’s website seeks to match foreign-based issuers with investors...more

11/12/2014 - Accredited Investors Broker-Dealer Crowdfunding Equity Investors Eureeca Capital Issuers SEC Settlement Websites

Three Observations From the SEC’s Settlements with Thirteen Municipal Dealers Over Below-Denomination Sales of Puerto Rico Bonds

On November 3, 2014, the SEC announced settlements with thirteen different registered municipal securities dealers in connection with sales of non-investment grade bonds issued by Puerto Rico in 2014. The settlements...more

11/6/2014 - Enforcement Enforcement Actions Municipal Advisers Municipal Bonds SEC Settlement

Three Take-aways from the SEC’s Six-Month Report on Administrative Proceedings

By rule, the SEC is required to issue a report on the Commission’s administrative proceedings caseload every six months. On October 29, 2014, the SEC issued its most recent report covering the six month period from April 1,...more

11/3/2014 - Administrative Hearings Information Reports SEC

SEC Uses Data Analytics to Identify and Punish Late Form Filers

Can merely late filing of “routine” forms get you in trouble with the SEC? Yes, at least if it happens too often. On Wednesday the SEC announced charges and financial penalties totaling $2.6 million against 28 officers,...more

9/15/2014 - Enforcement Actions Filing Deadlines Filing Requirements Publicly-Traded Companies Reporting Requirements SEC

Court Limits Scope of SEC Disgorgement In Case Involving Failure to Disclose Beneficial Interests

Just last week, Judge Scheindlin from the Southern District of New York precluded the SEC from seeking wide-ranging disgorgement in an order issued in the SEC v. Wyly, 10-cv-5760 (S.D.N.Y.) case....more

8/5/2014 - Compliance Disclosure Requirements Disgorgement Failure to Notify SEC

Two Observations From the SEC’s First Settlement Under its Municipalities Continuing Disclosure Cooperation Initiative

Just yesterday, the SEC announced its first settlement pursuant to its Municipalities Continuing Disclosure Cooperation (MCDC) Initiative. ... Here are two observations on this settlement that could shed some light on...more

7/10/2014 - Disclosure Requirements Enforcement Enforcement Actions Municipalities SEC Settlement

Five Questions and Answers About the Second Circuit’s SEC v. Citigroup Decision

Last week we posted a summary of the Second Circuit’s decision in SEC v. Citigroup Global Markets, Inc. This week, as a follow-up, we pose the following five “yes or no” questions and provide responses as a way to further...more

6/11/2014 - Admissions of Liability Citigroup Judge Rakoff Neither Admit Nor Deny Settlements SEC SEC v Citigroup Settlement

The Case That Could Significantly Disrupt How Companies Manage Their Gift Card Programs and Could Create Billions of Dollars in...

Every company with a gift card program should be aware of the recently unsealed qui tam case in Delaware titled State of Delaware ex rel. French v. Card Compliant, LLC, et al., N13C-06-289 (Superior Court of Delaware, New...more

5/21/2014 - False Claims Act False Reporting Gift-Cards Qui Tam Unclaimed Property

SEC Cybersecurity Initiative: Five Steps ALL Broker-Dealers and Investment Advisers Should be Taking

Last week, the U.S. Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (OCIE) released a Risk Alert announcing its Cybersecurity Initiative....more

5/6/2014 - Broker-Dealer Cyber Attacks Cyber Insurance Cybersecurity Cybersecurity Framework Data Breach Data Protection Identity Theft OCIE Red Flags Rule SEC

Specific Steps Broker-Dealers and Investment Advisers Should Take in Response to the SEC’s Cybersecurity Initiative

On April 15, 2014 the U.S. Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (OCIE) released a Risk Alert announcing its Cybersecurity Initiative....more

4/28/2014 - Broker-Dealer Brokers Cyber Attacks Cybersecurity Data Protection OCIE SEC

SEC Enforcement Staff’s Investigations of Financially Stressed Municipal Issuers

As reported by the Wall Street Journal, the SEC Enforcement Staff is one year into a wide-ranging review of disclosures made by financially stressed municipal bond issuers. This review has focused on whether municipalities...more

4/4/2014 - Enforcement Actions Municipalities SEC

Proxy Season Litigation Primer: Defending Shareholder Suits to Enjoin Annual Meetings for Allegedly Inadequate Disclosures...

Over the past few years, as plaintiffs have found it increasingly harder to succeed in “say-on-pay” litigation, another type of litigation over proxy disclosures has been on the rise. These cases are generally brought as...more

3/21/2014 - Board of Directors Class Action Equity Compensation Executive Compensation Fiduciary Duty Professional Liability Proxy Season Say-on-Pay

Comments on Proposed Rules Amendments (Rules 26, 34, and 37)

Mintz Levin compliments the Committee and supports the proposed amendments to the Federal Rules of Civil Procedure because, on balance, the proposals seek to reduce the costs of discovery and litigation of document...more

2/21/2014 - Federal Rules of Civil Procedure Proposed Amendments

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