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FINRA’s Most Significant 2016 Enforcement Actions

The Financial Industry Regulatory Authority (“FINRA”), the self-regulatory organization for broker-dealers, brings about 1,500 enforcement actions a year. Often lost in the volume of actions, however, are the ones that merit...more

Insider Trading Law After Salman v. United States

In Salman v. United States, decided on December 6, 2016, the Supreme Court upheld a conviction for criminal violations of insider trading laws. The Court, however, declined to adopt the expansive theories of insider trading...more

The Year In Review: SEC Enforcement Actions Against Investment Advisers

The Securities and Exchange Commission’s enforcement program is highly focused on investment advisers for an obvious reason: they manage more than $67 trillion in assets for approximately 30 million clients. In addition,...more

Key Implications of the Supreme Court’s Decision in Salman

Yesterday the Supreme Court issued its decision in Salman v. United States, the first insider trading case to reach the Court in decades. In a unanimous opinion delivered by Justice Alito, the Court affirmed the criminal...more

Twelve Things to Know About the SEC’s Whistleblower Program

The Securities and Exchange Commission’s whistleblower program, like the whistleblower programs of other government agencies, provides bounties to persons who provide information that leads to successful enforcement actions....more

The Commission’s Latest Message Case on Investment Adviser Conflict Disclosure

For any investment adviser who has not lived in a cave the last few years, the SEC’s focus on conflicts of interest in the investment management industry comes as no surprise. More than a half century ago, the Supreme Court...more

Supreme Court Likely to Affirm Insider Trading Conviction in Salman but Leave Much of Newman Intact

Yesterday’s oral argument in Salman v. United States, the first insider trading case to reach the Supreme Court in nearly 20 years,left little doubt that the Court will affirm the criminal conviction in that case. It also...more

12 AML Obligations Every Broker/Dealer Needs to Know

Since 2002, as part of their anti-money laundering (“AML”) responsibilities, broker/dealers have had a gatekeeper-like obligation to monitor customers for “suspicious” activities and to report those activities to the Treasury...more

Government Urges the Supreme Court to Significantly Expand Insider Trading Liability

Two years ago, the Second Circuit Court of Appeals dealt the government a stinging defeat in United States v. Newman, an insider trading case that the government stated “will dramatically limit the Government’s ability to...more

Recent Criticisms of the SEC: Fair or Unfair?

Over the last few years, the SEC has been criticized for (1) failing to “consistently and aggressively enforce the securities laws and protect investors and the public,” (2) obtaining sanctions that amount to only a slap on...more

D.C. Circuit Appears Poised to Overturn First CFPB Enforcement Action to Reach the Court: Five Key Takeaways From Yesterday’s Oral...

Major financial firms almost never litigate with their regulators. As a result, regulators often take aggressive enforcement positions with little fear of judicial scrutiny. That’s been especially true for the Consumer...more

Heard at the 2016 SIFMA Conference

Recently, attorneys from K&L Gates’ Government Enforcement practice group attended the Securities Industry and Financial Markets Association’s (“SIFMA”) Compliance and Legal Society Annual Seminar. We wanted to share with you...more

Thirteen Observations About the SEC’s Enforcement Program

Over the last two months, the SEC issued two reports that provide useful perspectives on its enforcement program. In February, it issued the combined 136-page “FY 2017 Congressional Justification & FY 2015 Annual Performance...more

One Year Later: Omnicare’s Effect on Opinion Liability

One year ago today, in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S.Ct. 1318 (2015), the Supreme Court created a new test for opinion liability under Section 11 of the Securities Act,...more

Calculating SEC Civil Money Penalties: Do Hundreds of Related Acts Constitute a Single Course of Conduct or Hundreds of Separate...

In addition to going to court to seek sanctions, the Securities and Exchange Commission may impose civil money penalties in its own administrative proceedings on any person who violates, or causes a violation of, the federal...more

The Year in Review: 2015 FINRA Enforcement Actions

Over the past several years, the Financial Industry Regulatory Authority (“FINRA”), the self-regulatory organization responsible for regulating every brokerage firm and broker doing business with the U.S. public, brought...more

The Year in Review: Ten Trends in SEC Enforcement Actions

As 2015 winds down, we offer the following observations about 10 important trends in SEC enforcement actions. 1. Increased Number of Enforcement Actions - The number of SEC enforcement actions continues to grow. In FY 2015,...more

SEC Enforcement Actions Against Broker-Dealers

In its 2015 Financial Report, the SEC repeated its view that one of the two principal purposes of the Securities Act of 1933 and the Securities Exchange Act of 1934 is to ensure that “people who sell and trade securities —...more

SEC Enforcement Actions Against Investment Advisers

According to the SEC’s most recent financial report, as of August 2014, SEC-registered investment advisers managed $62.3 trillion in assets. Not surprisingly, investment advisers attract a great deal of attention from the...more

Are Public Companies Required to Disclose that the Government is Investigating Them?

For many public companies, the first issue they have to confront after they receive a government subpoena or Civil Investigative Demand (“CID”) is whether to disclose publicly that they are under investigation. Curiously, the...more

“Friends” Who Trade on Inside Information: How United States v. Newman Changes the Law

In unsuccessfully seeking rehearing in United States v. Newman, 773 F.3d 438 (2d Cir. 2014), reh’g denied, Nos. 13-1837, 13-1917 (2d Cir. Apr. 3, 2015), the government acknowledged that the Second Circuit’s recent decision in...more

Supreme Court’s Omnicare Decision Muddies Section 11 Opinion Liability Standards

The Supreme Court has a long history of rejecting expansive interpretations of implied private rights of action under Section 10(b) of the Securities Exchange Act. Most notably, since 1975, it rejected the argument that mere...more

2014 SEC and FINRA Enforcement Actions Against Broker-Dealers and Investment Advisers

The sheer number of enforcement actions brought against broker-dealers and investment advisers makes it challenging to keep up. In this alert, we divide this year’s most important cases against broker-dealers and investment...more

A Hard Rain Has Started to Fall, A Product-by-Product Review of the CFPB’s First 60 Enforcement Actions

Between July 17, 2012 and October 9, 2014, the Consumer Financial Protection Bureau brought 60 enforcement actions. According to our unofficial tally, they resulted in settlements requiring the payment of $2.2 billion in...more

Successful Motions to Dismiss Securities Class Actions, A Review of What Worked in 2014

Motions to dismiss have been called “the main event” in securities class actions. They are filed in over 90% of securities class actions and they result in dismissal close to 50% of the time they are filed. In contrast, out...more

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