Jon Eisenberg

Jon Eisenberg

K&L Gates LLP

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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

1/13/2017 - Anti-Money Laundering Broker-Dealer Due Diligence Enforcement Actions ETFs Financial Sector FINRA SEC Suspicious Activity Reports (SARs)

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

1/6/2017 - Criminal Prosecution Dirks v SEC Insider Trading Misappropriation Personal Benefit SEC Securities Violations Tippees Tippers US v Newman US v Salman

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

12/9/2016 - Broker-Dealer Conflicts of Interest Cybersecurity Dodd-Frank Enforcement Actions Insider Trading Investment Adviser Popular SEC

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

12/8/2016 - Confidential Information Dirks v SEC Illegal Tipping Insider Trading Personal Benefit SCOTUS Securities Violations Tippees Tippers US v Newman US v Salman

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

12/6/2016 - Anti-Retaliation Provisions CFTC Enforcement Actions Retaliation SEC Whistleblower Awards Whistleblowers

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

11/15/2016 - Conflicts of Interest Enforcement Actions Investment Adviser Investment Advisers Act of 1940 SEC

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

10/7/2016 - Dirks v SEC Insider Trading Personal Benefit SEC Securities Exchange Act US v Newman US v Salman

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

9/16/2016 - Anti-Money Laundering Broker-Dealer FinCEN FINRA SEC Suspicious Activity Reports (SARs)

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

8/9/2016 - Certiorari Confidential Information Corporate Counsel Dirks v SEC Insider Trading SEC US v Newman US v Salman

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

5/9/2016 - Enforcement Actions Financial Institutions Hedge Funds Sanctions SEC

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

4/15/2016 - Administrative Appeals ALJ Appeals CFPB Corporate Counsel Disgorgement Due Process Enforcement Actions Fair Notice Financial Institutions Mortgage Lenders Popular RESPA Rule of Lenity Separation of Powers Statute of Limitations

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

3/31/2016 - Best Interest Contract Exemptions BSA/AML CFTC CMBS Corporate Crimes Cybersecurity DOJ DOL ERISA FCPA Fiduciary Duty FINRA Halliburton v Erica P. John Fund Individual Accountability Public Offerings Retirement SEC Self-Disclosure Requirements Self-Reporting SIFMA Toys R Us

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

3/29/2016 - Broker-Dealer Corporate Counsel Disgorgement Enforcement Actions Investment Adviser Investment Companies Penalties SEC Securities Fraud Young Lawyers

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

3/28/2016 - Corporate Counsel Material Misstatements Omnicare v Laborers District Council Pharmaceutical Industry Registration Statement SCOTUS Section 11 Securities Act of 1933 Securities Litigation Statement of Opinion

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

1/20/2016 - Administrative Proceedings Civil Monetary Penalty Corporate Counsel Misrepresentation SEC Securities Violations

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

1/7/2016 - Anti-Money Laundering Broker-Dealer Collateralized Loan Obligations Enforcement Actions Financial Sector FINRA Negligent Misrepresentation REIT Restitution Sanctions Securities Fraud

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

12/17/2015 - ALJ Big Data Broker-Dealer Enforcement Actions SEC

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

12/9/2015 - Broker-Dealer Enforcement Actions FCPA SEC Trading Platforms

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

10/22/2015 - Capital Gains Chief Compliance Officers Compliance Conflicts of Interest Cybersecurity Disclosure Enforcement Actions Federal Rule 12(b)(1) Fees Investment Investment Adviser Investment Advisers Act of 1940 Investment Company Act of 1940 Investment Management Mutual Funds SEC Transparency Directive Valuation

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

7/14/2015 - Accounting Standards CFPB CID Compliance Corporate Counsel Disclosure Requirements Dodd-Frank DOE DOJ False Claims Act (FCA) Form 10-K Form 8-K FTC Government Investigations Investigations Popular Publicly-Traded Companies Regulation S-K Rule 10b-5 SEC Securitization Stocks Subpoenas Young Lawyers

“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

4/22/2015 - Illegal Tipping Insider Trading Material Nonpublic Information Personal Benefit Petition For Rehearing Quid Pro Quo SEC Securities Securities Fraud US v Newman

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

3/31/2015 - Legal History Material Misstatements Omnicare Omnicare v Laborers District Council Private Right of Action Registration Statement SCOTUS Section 10(b) Section 11 Securities Act of 1933 Securities Exchange Act

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

12/3/2014 - Broker-Dealer Business Valuations Cybersecurity Enforcement Actions FINRA High Frequency Trading Insider Trading Investment Adviser IPO Market Manipulation Municipal Bonds Pay-To-Play Ponzi Scheme Recordkeeping Requirements SEC Strategic Enforcement Plan Whistleblowers

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

11/14/2014 - Automotive Loans CFPB Checking Accounts Civil Monetary Penalty Credit Cards Debt Collection Enforcement Actions Higher-Priced Mortgage Loans Mortgage Servicers Payday Loans Referral Fees Student Loans

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

11/10/2014 - Class Action Class Certification Defense Strategies Motion to Dismiss Securities Securities Act of 1933 Securities Exchange Act Settlement

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