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
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
7/20/2016
/ Administrative Proceedings ,
Books & Records ,
Broker-Dealer ,
Chief Compliance Officers ,
Cooperation ,
Corporate Counsel ,
Cybersecurity ,
Disgorgement ,
Enforcement Actions ,
Enforcement Statistics ,
Foreign Corrupt Practices Act (FCPA) ,
Insider Trading ,
Investment Adviser ,
Municipal Bonds ,
Securities and Exchange Commission (SEC) ,
Whistleblowers
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
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
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
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
On April 5, 2016, the United States Department of Justice, Criminal Division, Fraud Section launched a one-year Pilot Program that invites companies to self-report potential violations of the Foreign Corrupt Practices Act...more
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
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
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
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
Recently, governmental authorities have pursued corruption investigations in Latin America with a vigor traditionally not seen. One potential result is a significant disruption of business. While there are inherent risks in...more
8/12/2015
/ Chief Compliance Officers ,
Complex Corporate Transactions ,
Compliance ,
Due Diligence ,
Enforcement Actions ,
Foreign Corrupt Practices Act (FCPA) ,
Government Investigations ,
Joint Venture ,
Latin America ,
Lockheed Martin ,
Nokia ,
Risk Assessment ,
Risk Mitigation ,
Siemens
Recent enforcement actions by the Department of Justice and Securities and Exchange Commission have raised the profile of corruption in international sport and highlight unique FCPA compliance concerns. This note will explain...more
6/15/2015
/ BHP Billiton ,
Bribery ,
Compliance ,
Corporate Counsel ,
Corruption ,
Department of Justice (DOJ) ,
Football ,
Foreign Corrupt Practices Act (FCPA) ,
Indictments ,
Match Fixing ,
Olympics ,
Popular ,
Securities and Exchange Commission (SEC) ,
Soccer ,
Sports ,
World Cup
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
In its much-anticipated decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund (“Omnicare”), No. 13-435 (Mar. 24, 2015), the United States Supreme Court held that an honestly-held statement...more
Fiscal year 2014 proved to be another eventful and record-breaking year for the Division of Enforcement (Enforcement Division) of the United States Securities and Exchange Commission (SEC or the Commission). Indeed, the...more
Improper Gifts Alone, Without Cash Bribes, Serve as Basis for SEC’s Latest FCPA Enforcement Action -
Earlier this week, the SEC announced fines for two former defense contractor employees for FCPA violations relating...more
Last week the SEC settled charges against Layne Christensen for various violations of the FCPA. While a relatively unremarkable case at first glance, the SEC’s charges against Layne Christensen reflect a troubling approach by...more
While not nearly as transformative and dramatic as the first half of 2013 and the early days of Chair Mary Jo White and Director of Enforcement Andrew Ceresney, the first six months of 2014 was just as busy and productive...more
In its long-awaited decision in Halliburton Co. v. Erica P. John Fund, Inc. (“Halliburton II”), the US Supreme Court upheld the validity of the fraud-on-the-market presumption set forth in Basic Inc. v. Levinson, 485 US 224...more
Earlier today, the Office of the Comptroller General in Brazil, Controladoria-Geral da União (“CGU”), issued a sweeping directive barring government officials from accepting offers to attend or participate in the upcoming...more
With Friday’s announcement of the first-ever extradition of a foreign executive on criminal antitrust charges to the United States, the US Department of Justice has won a major victory in its effort to prosecute and deter...more
Marked by leadership changes, high-profile trials, and shifting priorities, 2013 was a turning point for the Enforcement Division of the Securities and Exchange Commission (the “SEC” or the “Commission”). While the results of...more
1/9/2014
/ Accounting Fraud ,
Auditors ,
Bribery ,
Broker-Dealer ,
China ,
Deferred Prosecution Agreements ,
Disclosure ,
Dodd-Frank ,
Enforcement Actions ,
FIRREA ,
Foreign Corrupt Practices Act (FCPA) ,
Injunctions ,
Insider Trading ,
Investment Adviser ,
Mary Jo White ,
Municipal Securities Issuers ,
Neither Admit Nor Deny Settlements ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Statute of Limitations ,
Whistleblowers
In this issue:
- Enforcement Actions and Strategies
- Perennial Statutory Issues
- Unusual Developments
- Compliance Guidance
- Private Litigation
- Enforcement in the United...more
Last Friday, Bill Baer, Assistant Attorney General for the Department of Justice’s Antitrust Division, announced that the Division will no longer publicly name the executives excluded from immunity granted in corporate cartel...more