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SEC’s Enforcement Actions and Public Pronouncements Reinforce Approach on Digital Assets

On September 17, 2022, both the Securities and Exchange Commission and Ripple Labs, Inc. (with its Executive Chairman and CEO) filed motions for summary judgment in the SEC’s suit alleging that Defendants sold billions of...more

Former Cryptocurrency Exchange Manager Indicted by DOJ and Charged by SEC: Is It 'Regulation by Enforcement'?

On July 21, 2022, the Department of Justice (“DOJ”) and the Securities and Exchange Commission (“SEC”) for the first time brought insider trading charges involving cryptocurrency assets. The SEC and DOJ charged a former...more

SEC’s Division of Examinations Issues Risk Alert Regarding MNPI-Related Compliance Issues for Investment Advisers

On April 26, 2022, the Division of Examinations (the “Division”) of the Securities and Exchange Commission issued a Risk Alert listing notable examples of deficiencies that its staff has identified regarding investment...more

DOJ Will Strengthen Response to Corporate Crime: Major Policy Changes Signal Return to Tougher Enforcement and Individual...

On October 28, 2021, at the American Bar Association’s National Institute on White Collar Crime, Deputy Attorney General Lisa O. Monaco announced revisions to the Department of Justice’s policies, all designed to strengthen...more

The Fed Moves Beyond the Financial Crisis Playbook for Pandemic Response

In the face of the coronavirus (COVID-19) pandemic, the U.S. Federal Reserve Board (the Fed) and the U.S. federal banking agencies have announced several market and supervisory actions to address the sudden market stress and...more

Five Things to Think About – Analyzing Liquidity and Planning for Challenges

The oil price plunge starting on March 6 seems like a sucker-punch to the oil and gas industry after the price decreases and market unrest as a result of COVID-19. Oil and gas companies and companies that contract with them...more

SEC Chairman Announces Significant Changes to Commission Procedures for Considering Disqualification Waivers

On July 3, 2019, Chairman Jay Clayton of the Securities and Exchange Commission (SEC) issued a Statement Regarding Offers of Settlement (the “Public Statement”) to announce a significant shift in the SEC’s process of...more

United States Supreme Court Clarifies Scope of Specific Personal Jurisdiction in State Court

On Monday, June 19, 2017, the Supreme Court clarified the limits of specific personal jurisdiction in state courts, holding that a connection between a defendant’s contacts with the forum and the claims at issue remains...more

United States Supreme Court Holds SEC Disgorgement Orders Subject to Five-Year Statute of Limitations

On Monday, June 5, 2017, a unanimous Supreme Court held that the ability of the Securities and Exchange Commission (“SEC”) to seek disgorgement in connection with a violation of federal securities law is subject to a...more

US Supreme Court to Consider Registrant’s Liability for Non-Disclosure Under Item 303 of Regulation S-K

On March 27, 2017, the United States Supreme Court granted a petition for a writ of certiorari to resolve a circuit split on whether corporate issuers’ disclosure obligation under Item 303 of SEC Regulation S-K can be an...more

Supreme Court Affirms That Pecuniary Benefit Not Required For Family Member Tips, But Declines to Address What Constitutes a...

Yesterday, the United States Supreme Court issued a unanimous, but narrow, ruling in Salman v. United States, regarding criminal tipper/tippee liability for insider trading, which the Supreme Court had not significantly...more

Second Circuit Accepts Controversial “Inflation-Maintenance” Theory of Securities Fraud Liability

In so-called “price maintenance” securities fraud cases, plaintiffs argue that a misrepresentation that does not cause a stock’s price to rise can nevertheless be actionable under Section 10(b) of the Securities Exchange of...more

D.C. Circuit Upholds Constitutionality of SEC Administrative Proceedings

On August 9, 2016, a three-judge panel of the United States Court of Appeals for the District of Columbia Circuit issued Lucia v. SEC, a significant decision that holds that the Securities and Exchange Commission’s (“SEC” or...more

Securities Enforcement: 2016 Mid-Year Review

The Securities and Exchange Commission (the SEC or the Commission) brought over 400 enforcement actions in the first half of 2016 and is on pace to surpass its record of 807 enforcements actions in a single fiscal year, which...more

Two Recent Second Circuit Decisions Provide Opportunity for Supreme Court to Address Whether American Pipe Tolling Extends to...

The tolling rule established by the Supreme Court in American Pipe & Construction Co. v. Utah generally provides that the commencement of a class action in federal court suspends the applicable statute of limitations for all...more

Second Circuit Holds a National Bank’s Citizenship Is Determined Exclusively by Location of Main Office, Not Principal Place of...

For purposes of assessing the existence of federal subject matter jurisdiction based on diversity of citizenship, national banking associations—i.e., corporate entities chartered not by any State, but by the Office of the...more

Eleventh Circuit Rules Disgorgement Subject to Five-Year Limitations Period, Ruling Against SEC

On May 26, 2016, a three-judge panel of the United States Court of Appeals for the Eleventh Circuit issued SEC v. Graham, a significant decision that, at least in the Eleventh Circuit, limits the ability of the Securities and...more

Second Circuit Reaffirms Its View That Extender Statutes Supersede Statutes of Repose

The Financial Institutions Reform, Recovery, and Enforcement Act (“FIRREA”) includes a so-called Extender Statute prescribing the limitations period for actions brought by the Federal Deposit Insurance Corporation (“FDIC”) as...more

Second Circuit Holds Sarbanes-Oxley’s Five-Year Statute of Repose Applies to Claims Under Sections 9(f) and 18(a), but Re-Affirms...

Twenty-five years ago, in Ceres Partners, the Second Circuit held that the implied private right of action under Section 14 of the Securities and Exchange Act of 1934 (“Exchange Act”) was subject to a three-year repose...more

Second Circuit Stresses Control, Not Attribution, In Applying Janus’s “Ultimate Authority” Test, And Also Allows Expert Testimony...

In Janus Capital, the Supreme Court established the “ultimate authority” test to determine who may be liable under Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) as a “maker” of a materially misleading...more

CFTC’s Publication of Largest Whistleblower Award Follows Increased Focus on Whistleblowing Initiatives

On April 4, 2016, the U.S. Commodity Futures Trading Commission (“CFTC”) announced the issuance of a whistleblower award of more than $10 million for original information that it said led to a major enforcement action over...more

Second Circuit’s First Published Opinion Applying Omnicare Adopts Strong Contextual Approach to Opinion Statement Liability

In Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S.Ct. 1318 (2015) (“Omnicare”), the Supreme Court pronounced the standard for determining whether a statement of opinion is actionable...more

Securities Enforcement 2015 Year-End Review

The Securities and Exchange Commission (the SEC or the Commission) filed a record 807 enforcement actions in fiscal year 2015, 52 more than it filed in 2014. It also set a record by obtaining approximately $4.2 billion in...more

Second Circuit Determines That Tax Memo Shared Between Taxpayers and Banks Is Protected Under the Common Interest Doctrine and...

On November 10, 2015, the US Court of Appeals for the Second Circuit unanimously held in a published opinion that (i) the attorney-client privilege was not waived by appellants-taxpayers who shared a group of documents,...more

SEC Says Confidentiality Agreements May Impede Whistleblowers

On April 1, 2015, the United States Securities and Exchange Commission (“SEC” or “Commission”) filed its first enforcement action under Section 21F of the Securities Exchange Act of 1934 (“Exchange Act”) and Exchange Act Rule...more

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