David Smyth

David Smyth

Brooks Pierce

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The Insider Trading Cartoon Series, Vol. IX -- Tender Offers [Video]

I want to talk about Rule 14e-3, because it has significant implications for insider trading liability. But to do that, we first have to talk about tender offers, and what they are....more

5/31/2016

Phil Mickelson is very glad United States v. Newman is the law in the Second Circuit.

Phil Mickelson, whom the SEC describes as a “successful professional golfer,” was not charged with insider trading earlier today. I wasn’t either, and I’m glad about that. And you probably weren’t either! High fives all...more

5/20/2016 - Disgorgement DOJ Equitable Relief Insider Trading Material Nonpublic Information Personal Benefit Popular Prejudgment Interest SEC US v Newman

Custody rule examiners need to, you know, examine.

Here’s a thing I know: South Carolina doesn’t require vehicle inspections. Dumb, right? If your car is properly registered, you can drive it there all you want no matter how dangerous it is. Here’s a thing I think I know:...more

5/13/2016 - Administrative Proceedings Custody Rule Enforcement Actions Examiners Investment Adviser SEC

Stop Faxing

I’ve long thought that sending faxes was a pretty silly means of communication. Don’t send me a fax. I don’t want it. At some point I’m hoping that even my kids’ doctor’s office will get dragged into the 20th century and...more

5/11/2016 - Administrative Proceedings Broker-Dealer Cease and Desist Orders Data Protection Data Security Faxes Penalties Personally Identifiable Information Regulation S-P SEC Securities Exchange Act

The Insider Trading Cartoon Series, Vol. VIII — Negligence? [Video]

Can you resolve your insider trading case with a negligence-based charge? Probably not. If you're lucky enough to get there, it'll only be after a long, painful fight....more

5/11/2016 - Insider Trading Professional Negligence

First Circuit Opens New World of Potential Liability for Video Producers

You may be too young for this to have been a big thing to you, but almost 30 years ago, D.C. Circuit Judge Robert Bork was nominated to the Supreme Court, and Washington, D.C. went into a tizzy. Coming as it did just a year...more

5/4/2016 - Adobe Behavioral Advertising Cartoon Network Data Collection Geolocation Mobile Apps Personally Identifiable Information Putative Class Actions Reversal Subscribers Third-Party Service Provider Video Privacy Video Privacy Protection Act

Two Thoughts about the Smallest Insider Trading Case in All of Captivity

I shouldn’t write this post, because the SEC surely wants me to write at least part of it. I mean, they don’t care about what I write; I can promise you that. But they want somebody to cover it because of the message they...more

3/3/2016 - Administrative Proceedings Illegal Tipping Insider Trading Material Nonpublic Information Personal Benefit SEC US v Newman

Rob Cohen Discusses SEC’s Analysis and Detection Center

One other interesting thing coming out of last Friday’s enforcement discussion at SEC Speaks (there weren’t many): Market Abuse Unit co-chief Rob Cohen’s mention of the SEC’s Analysis and Detection Center. First, though,...more

2/25/2016 - CBOE Enforcement Actions FINRA Insider Trading Market Abuse SEC

The Insider Trading Cartoon Series, Vol. V — Misappropriation Theory [Video]

We’ve spent a few episodes talking about insider trading when the trader owes a fiduciary duty to the company whose securities are being traded. But what if the trader isn’t connected to the company? Enter the...more

2/24/2016 - Fiduciary Duty Insider Trading Misappropriation Securities

SEC Enforcement Lays out Approach to Cybersecurity Cases

If you’ve ever attended the annual SEC Speaks conference, you know that the official program is an intensely uninteresting collection of short speeches by SEC officials who don’t have a lot of incentives to say groundbreaking...more

2/23/2016 - Cyber Attacks Cybersecurity Disclosure Requirements Enforcement Material Nonpublic Information Popular SEC

Martin Shkreli, Criminal Forfeiture, and the Wu-Tang Clan

The S&P Schadenfreude Index hit an all-time high yesterday when Martin Shkreli was arrested and indicted for securities fraud related to a hedge fund he used to run. The SEC sued him, too. Here’s how the Justice Department...more

12/18/2015 - Forfeiture Indictments Martin Shkreli Popular Securities Fraud Wu Tang Clan

The Insider Trading Cartoon Series, Vol. IV — Rank-and-File Employees [Video]

Having covered corporate officers and temporary insiders, we now turn briefly to regular employees, still under the classical theory of insider trading liability....more

12/10/2015

The Insider Trading Cartoon Series, Vol. III — Very Temporary Insiders [Video]

In the last episode of the Insider Trading Cartoon Series, we discussed temporary insiders and their potential liability for insider trading. But what about those with more tenuous connections to the companies at issue? ...more

12/4/2015

Swingers [Video]

The law surrounding short swing trading under Section 16(b) of the Exchange Act can be hard. But the basics are relatively easy. So easy, in fact, that cartoon characters can lay it out for you in three minutes and 19...more

11/3/2015

Insider Trading Cartoon Series Vol. I — Classical Theory  [Video]

We’re trying something new here at Cady Bar the Door. Below is the first volume of what I hope will be a long-running animation series on insider trading. The first episode describes and portrays the classical theory of...more

11/3/2015

SEC Says No More Mr. Nice Guy on Investment Adviser Cybersecurity

Over the last couple years, the SEC’s cybersecurity bark has been worse than its bite. Its Office of Compliance, Inspections, and Examinations issued examination priorities in 2014. Commissioner Aguilar warned public...more

9/23/2015 - Broker-Dealer Brokers Cybersecurity Industry Examinations Investment Adviser OCIE Regulation S-P SEC Security and Privacy Controls

Nothing to See in This Story about the Electronic Communications Privacy Act

Check out this story. In it, we learn this: "Andrew Ceresney, director of the Division of Enforcement at the Securities and Exchange Commission, [told] the Senate’s Committee on the Judiciary at a hearing on Wednesday...more

9/21/2015 - Administrative Authority ECPA Electronic Communications Email Enforcement Google Government Investigations Law Enforcement Proposed Amendments SEC Yahoo!

Second Circuit Expands Scope of Dodd-Frank Anti-Retaliation Provisions, Sets up Chance for Supreme Court Review

Once upon a time, Daniel Berman was the finance director of Neo@Ogilvy LLC, a subsidiary of the publicly-traded WPP Group USA, Inc. He did not find a handsome prince or princess there. According to the allegations of a...more

9/14/2015 - Accounting Fraud Adverse Employment Action Dodd-Frank GAAP Hiring & Firing Internal Reporting Retaliation Sarbanes-Oxley SEC Whistleblower Protection Policies Whistleblowers

Executive Assistant Embezzles $1 Million from Hewlett Packard; as yet, SEC Doesn’t Care

Surely you remember the SEC’s case against Polycom from this spring. In it, the SEC alleged that Polycom CEO Andrew Miller had “created hundreds of false expense reports with bogus business descriptions for his personal use...more

9/8/2015 - Criminal Prosecution DOJ Embezzlement Fraud Hewlett-Packard Internal Controls SEC

SEC Comments on Whistleblower Anti-Retaliation Provisions/Internal Reporting

In the wake of Dodd-Frank’s passage in July 2010, many companies and corporate organizations lobbied the SEC on its upcoming whistleblower rules. One of their specific goals was to require whistleblowers, to be eligible for...more

8/24/2015 - Anti-Retaliation Provisions Dodd-Frank Employer Liability Issues Internal Reporting Publicly-Traded Companies Rule 21F SEC Whistleblower Awards Whistleblower Protection Policies

Probably Don’t Do What the Red Cross CEO Just Did

You might have read the NPR/ProPublica story from Monday about the Government Accountability Office’s investigation of the Red Cross, and CEO Gail McGovern’s attempts to end that investigation. The article says that in 2014...more

8/20/2015 - American Red Cross CEOs GAO Government Investigations Transparency Young Lawyers

The Justice Department Has Some Things to Tell You about Cybersecurity

In April the Justice Department’s Computer Crime and Intellectual Property Section issued its Best Practices for Victim Response and Reporting of Cyber Incidents. It is an excellent guide for a business organization to...more

8/17/2015 - Best Practices Cyber Attacks Cybersecurity Data Breach DOJ FBI

The SEC's Investment Management Division Has Some Things to Tell You about Cybersecurity

Lots of agencies and organizations want to boss you around about cybersecurity. In April, the SEC and the Justice Department published more directions on the issue. We’ll cover the very brief guidance issued by the SEC’s...more

7/27/2015 - Best Practices Cybersecurity DOJ Investment Adviser Investment Management New Guidance Risk Assessment SEC

You Can Settle Your Insider Trading Case with a Negligence-based Charge

This is almost certainly not true anymore. But it was true once! Maybe only once. Back in October 1991, the SEC sued Shared Medical Systems, a Pennsylvania health care information services company and three of its officers...more

7/23/2015 - Cease and Desist Enforcement Actions Insider Trading SEC Securities Act of 1933 Securities Exchange Act Settlement

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