On August 7, 2024, nearly four years after the SEC filed its complaint alleging Ripple sold XRP in unregistered securities transactions in violation of Section 5 of the Securities Act, the district court issued its final...more
8/13/2024
/ Civil Monetary Penalty ,
Digital Assets ,
Disgorgement ,
Enforcement Actions ,
Final Judgment ,
Injunctions ,
Permanent Injunctions ,
Popular ,
Regulation D ,
Ripple ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Tokens ,
Securities Violations ,
Token Sales ,
Unregistered Securities
On July 18, Judge Paul Engelmayer of the Southern District of New York issued a lengthy order dismissing the majority of the SEC’s enforcement case against SolarWinds Corporation (SolarWinds) and its CISO, Timothy Brown. The...more
7/24/2024
/ Chief Information Security Officer (CISO) ,
Corporate Counsel ,
Corporate Governance ,
Cyber Attacks ,
Cybersecurity ,
Disclosure Requirements ,
Dismissals ,
Enforcement Actions ,
False Statements ,
Form 8-K ,
Fraud ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
SolarWinds
It’s the Transaction, Not the Token.
Issuers cannot offer or sell securities without registering them with the SEC under Section 5 of the Securities Act of 1933 or finding a valid exemption from registration. XRP is the...more
7/18/2023
/ Buyers ,
Cryptocurrency ,
Digital Assets ,
Enforcement Actions ,
Howey ,
Investment ,
Investment Contract ,
Ripple ,
Securities and Exchange Commission (SEC) ,
Securities Transactions ,
Sellers ,
Summary Judgment ,
Token Sales ,
Unregistered Securities
In case it was not already clear, the U.S. Department of Justice recently confirmed that ensuring the use of cryptocurrency “is safe, and does not imperil our public safety or our national security, is vitally important to...more
10/21/2020
/ Attorney General ,
BSA/AML ,
Cryptocurrency ,
Department of Justice (DOJ) ,
Digital Currency ,
Enforcement Actions ,
FinCEN ,
Foreign Corrupt Practices Act (FCPA) ,
MSB ,
Popular ,
Securities and Exchange Commission (SEC) ,
Virtual Currency
In a three-to-two vote, the U.S. Securities and Exchange Commission adopted a final rule amending its whistleblower program, which pays monetary awards to individuals who voluntarily provide information to the SEC about a...more
The Securities and Exchange Commission (SEC) announced on September 15, 2020, that it charged online esports gaming and gambling platform Unikrn with violations of Section 5 of the Securities Act of 1933 (Securities Act) for...more
9/24/2020
/ Cryptocurrency ,
Dissenting Opinions ,
Enforcement Actions ,
eSports ,
Howey ,
Initial Coin Offering (ICOs) ,
Investment Contract ,
Online Gaming ,
Online Platforms ,
Popular ,
SEC Commissioner ,
Securities and Exchange Commission (SEC) ,
Sports Gambling ,
Unregistered Securities
Like most of the rest of the world, the speakers and attendees at Securities Enforcement Forum West 2020 last week had to adapt this year by trading in their microphones on the stage of a grand ballroom for an array of home...more
5/20/2020
/ Accounting Fraud ,
Artificial Intelligence ,
Coronavirus/COVID-19 ,
Cryptocurrency ,
Cybersecurity ,
Disclosure ,
Enforcement Actions ,
Insider Trading ,
Machine Learning ,
Popular ,
Private Company Shares ,
Securities and Exchange Commission (SEC)
For the first time in six years, the U.S. Securities and Exchange Commission issued an enforcement action against a company solely for Regulation FD violations. On Aug. 20, the SEC announced that it charged life sciences...more
8/27/2019
/ Corporate Counsel ,
Enforcement Actions ,
FDA Approval ,
Food and Drug Administration (FDA) ,
Life Sciences ,
Material Nonpublic Information ,
Policies and Procedures ,
Public Disclosure ,
Publicly-Traded Companies ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
Securities Violations
In a case reminiscent of last year’s blockbuster government actions against Theranos and its former executives, the U.S. Department of Justice and the U.S. Securities and Exchange Commission have separately charged two former...more
2/21/2019
/ CEOs ,
COOs ,
Corporate Counsel ,
Criminal Prosecution ,
Deceptive Intent ,
Department of Justice (DOJ) ,
Enforcement Actions ,
False Statements ,
Investors ,
Misrepresentation ,
Public Disclosure ,
Publicly-Traded Companies ,
Rule 10(b) ,
Rule 10b-5 ,
Section 17(a) ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
White Collar Crimes
Over the past year, the U.S. Securities and Exchange Commission has ramped up its scrutiny of cryptocurrencies and other digital token offerings. On Sept. 11, 2018, the SEC escalated its crackdown when it announced a pair of...more
9/27/2018
/ Broker-Dealer ,
Civil Monetary Penalty ,
Cryptocurrency ,
Digital Assets ,
Digital Currency ,
Disgorgement ,
Enforcement Actions ,
Initial Coin Offering (ICOs) ,
Investment Adviser ,
Investment Companies ,
Material Misrepresentation ,
Online Platforms ,
Popular ,
Prejudgment Interest ,
Registration Statement ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Token Sales ,
Unregistered Brokers ,
Unregistered Securities ,
Virtual Currency
The U.S. Securities and Exchange Commission announced on July 2, 2018, that The Dow Chemical Company had agreed to a cease and desist order and to pay a $1.75 million penalty for failing to disclose certain expenses as...more
7/16/2018
/ Cease and Desist Orders ,
Disclosure Requirements ,
Employee Training ,
Enforcement Actions ,
Executive Compensation ,
Policies and Procedures ,
Proxy Statements ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Whistleblowers
The Securities Enforcement Forum West 2018 brought together current and former senior U.S. Securities and Exchange Commission and U.S. Department of Justice officials, securities enforcement and white-collar attorneys,...more
5/18/2018
/ Credit Karma ,
Cryptocurrency ,
Cyber Incident Reporting ,
Cybersecurity ,
Data Breach ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Due Process ,
Enforcement Actions ,
GAAP ,
Initial Coin Offering (ICOs) ,
Investors ,
Popular ,
Public Disclosure ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Silicon Valley ,
Theranos ,
Token Sales ,
Virtual Currency ,
Zenefits
The U.S. Securities and Exchange Commission announced on April 24, 2018, that Yahoo! — now known as Altaba — agreed to pay a $35 million penalty to settle claims that the company failed to timely disclose a 2014 data breach...more
5/4/2018
/ Cease and Desist ,
Class Action ,
Cybersecurity ,
Data Breach ,
Data Privacy ,
Data Protection ,
Disclosure Requirements ,
Enforcement Actions ,
Failure To Disclose ,
Hackers ,
Incident Response Plans ,
Penalties ,
Personally Identifiable Information ,
Popular ,
Public Disclosure ,
Russia ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Settlement Agreements ,
Stock Purchase Agreement ,
Yahoo!
The U.S. Securities and Exchange Commission brought an action against San Francisco-based Credit Karma on March 12 for issuing employee stock options without a valid registration exemption because the issuer failed to satisfy...more
3/16/2018
/ C&DIs ,
Credit Karma ,
Enforcement Actions ,
Financial Services Industry ,
Issuer Exemption ,
Penalties ,
Privately Held Corporations ,
Registration Requirement ,
Rule 701 ,
Securities and Exchange Commission (SEC) ,
Stock Options
Issuers and other professionals participating in Initial Coin Offerings — widely known as ICOs — are facing the increasing threat of both U.S. Securities Exchange Commission enforcement actions and private class action suits...more
1/4/2018
/ Capital Raising ,
Cryptocurrency ,
Cyber Crimes ,
Digital Currency ,
Enforcement Actions ,
Financial Crimes ,
Financial Markets ,
Initial Coin Offering (ICOs) ,
Investment ,
Offerings ,
Popular ,
Putative Class Actions ,
Regulatory Oversight ,
Scams ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Token Sales ,
Unregistered Securities ,
Virtual Currency
After a record-breaking fiscal year 2016, the Securities and Exchange Commission’s Enforcement Division had a somewhat quieter year, at least in terms of the number of actions filed. The Enforcement Division released its...more
11/27/2017
/ Administrative Proceedings ,
Annual Reports ,
Cryptocurrency ,
Cybersecurity ,
Disgorgement ,
Enforcement Actions ,
Filing Requirements ,
Financial Reporting ,
Individual Accountability ,
Initial Coin Offering (ICOs) ,
MCDC ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
In an unprecedented one-day blitz, the Chair of the Securities and Exchange Commission was joined by the SEC Enforcement Director in events in Silicon Valley and San Francisco on March 31 focused on one message: the SEC is...more
The SEC’s enforcement numbers are in for its fiscal year ended September 2015, and to no one’s surprise, the agency filed a record number of enforcement cases. As announced on October 22, 2015, the SEC filed 807 enforcement...more
A recent court decision holding that employees can claim the Fifth Amendment and refuse to unlock password-protected smartphones, even though the phones were issued by their employer for company business, demonstrates the...more
As our last newsletter highlighted, the government is ramping up enforcement investigations against both regulated entities and public companies for perceived cybersecurity failures. Proving the point, on September 22, 2015,...more
The SEC continues to focus on accounting and disclosure violations, including in the area of executive perks disclosure in corporate proxy statements. In the past year, the SEC brought two enforcement cases against executives...more
The Commodity Futures Trading Commission (“CFTC”) and the SEC are flexing their regulatory muscles to rein in securities and commodities rules violations by start-up companies in the virtual currency space. On September 17,...more
In this our second edition of Fenwick’s Securities Litigation and Enforcement Newsletter, we continue to provide you with short insights about timely securities litigation and enforcement developments. This edition’s topics...more
The SEC recently issued guidance specifying that whistleblowers do not first have to take their concerns to the SEC in order to be covered by the SEC’s anti-retaliation rule. The guidance clarifies that those whistleblowers...more
9/22/2015
/ Anti-Retaliation Provisions ,
Barnes and Noble ,
Confidentiality Agreements ,
Enforcement Actions ,
Internal Investigations ,
Internal Reporting ,
KBR (formerly Kellogg Brown & Root) ,
Retaliation ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Whistleblowers ,
White Collar Crimes
The government appears to be increasing its enforcement efforts regarding cybersecurity risks. A three-judge panel of the U.S Court of Appeals for the Third Circuit recently held the FTC may bring a claim that a company’s...more
9/21/2015
/ Cyber Attacks ,
Cyber Crimes ,
Cybersecurity ,
Data Breach ,
Data Security ,
Disclosure Requirements ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
FTC Act ,
Hackers ,
Publicly-Traded Companies ,
Section 5 ,
Securities and Exchange Commission (SEC) ,
Target ,
Unfair or Deceptive Trade Practices