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The First Criminal Rule 10b-5-1 Case

The Commission created Rule 10b5-1 plans two decades ago. The rule essentially creates a safe haven for those who in good faith trade securities and are not in possession of inside information....more

FTX - Billions of Dollars to a Firm with No Controls

Things change, at least sometimes. Take Crypto assets. They began as a way to “get off the grid.” Over time some came on to the grid as their popularity increased. Others stayed off....more

Cybersecurity, False Statements and Omissions

Cybersecurity and the related disclosures can be critical issues for any company in today’s environment. This question is at the center of a recent decision by the Fourth Circuit Court of Appeals....more

Cooperation with the SEC - Value?

Cooperation is frequently touted as the “secret sauce” that can help an issuer or individual facing potentially harsh regulatory scrutiny and sanctions for wrongful conduct mitigate the resolution of the action. Different...more

Insider Trading: Leveraging Inside Information

Insider trading is generally viewed through one of two lenses. The first is the classic model. There a company insider learns information which constitutes material non-public information about his or her employer and either...more

Avoiding that Subpoena: Large Trends; Mini-Trends

Tracking the key areas of concern to SEC enforcement can be beneficial for issuers, investment advisers and others that may be subject to scrutiny by the Commission. For example, identifying key areas of focus by determining...more

Federal Fraud Statutes - Not A Short Cut to Proving Insider Trading

The question of what constitutes insider trading has been litigated for decades.  Many thought that a series of Supreme Court cases such as Dirks v. SEC, 462 U.S. 646 (1983) and its progeny had largely resolved the question...more

The New SEC Whistleblower Rules: Improving A Successful Program Or Undermining It?

The U.S. Securities and Exchange Commission’s (“Commission” or “SEC”) whistleblower program has, by all accounts, been a huge success.  Added to the Securities Exchange Act of 1934 (“Exchange Act”) as Section 21F by the...more

OCIE, Form CRS and Inspections

Inspections for compliance with Form CRS and its rules will begin after the June 30, 2020 filing date, according to an OCIE Risk Alert dated April 7, 2020. The Alert identifies key areas the staff will be examining regarding...more

Second Circuit: Supreme Court’s McDonald Decision Does Not Delimit FCPA

The bribery provisions of Exchange Act Section 30A are one of the three critical components of the Foreign Corrupt Practices Act. The other two are the books and records and the internal control requirements....more

The CFTC’s Expanded Reach

Traditionally the jurisdiction of the CFTC has been tied to the futures markets.  Contracts for future delivery were within the reach of the agency and its regulatory regime....more

How To Get Your Crypto Currency Offering Enjoined

Crypto currency has been all the fashion. Most proponents that have been confronted by a regulator – the SEC or CFTC generally – have quickly resolved the matter. Few have tried to litigate with the agencies and those who...more

Can the SEC Eradicate The Distinction Between Primary and Secondary Liability?

“The distinction between primary and secondary liability matters...For decades...the SEC has tried to erase that distinction...” Lorenzo v. SEC, 872 F. 3d 578, 601 (D.C. Cir. 2017) (Kavenaugh, Circuit Judge,...more

U.S. Supreme Court Agrees To Hear Securities Fraud Omissions Case

The U.S. Supreme Court will resolve a critical question governing the scope of liability in securities fraud cases which has split the circuit courts to date. The case, Leidos Inc. v. Indiana Public Retirement System, No....more

SEC Brings Two Financial Fraud Actions

Financial fraud has long been a staple of SEC enforcement. In the wake of the market crisis the agency has attempted to once again focus on the area creating, for example, a financial fraud task force two years ago. Last...more

SEC Prevails At Trial Over Former Professional Athlete

Sometimes is does not pay to be the last man standing – particularly in a Commission enforcement action. Such was the fate of former NFL player and Olympic athlete Willie Gault. SEC v. Heart Tronics, Inc., Case No....more

Investing in Law Suits – Just Another Offering Fraud Says SEC

The lure of big profits from the settlement of large personal injury law suits was the hook used by a lawyer and his partner to attract investors to Prometheus Law. The thought of all those dollars — virtually riskless...more

SEC Files Another In A Series of Actions Tied to Secret Commissions

The Commission brought another in a series of actions centered on ConvergEx Execution Solutions LLC and its affiliates. As with the prior actions, this one centered on secretly adding substantial commissions to transactions...more

Former Texas AG, Computer Company Charged by SEC With Fraud

A former Texas Attorney General and state representative combined with others at a computer firm to promote the shares of the company which claimed to compete with Dell, Apple and others. About $26 million in stock was sold...more

The Vegas Sands FCPA Action: Good Controls are Good Business

FCPA cases typically center on the payment of bribes to obtain or retain business. The bribes paid are usually small in comparison to the profits achieved – the obvious motive for the wrongful conduct. The profits of course...more

A Unique SEC Offering Fraud Action

In recent years the SEC has brought a series of investment and offering fraud actions. Typically those actions center on schemes which promise to-good-to-be-true returns in which investors lose substantial sums. In what may...more

SEC Partially Settles Pump-and-Dump Manipulation Case

Pump- and-dump schemes keyed to microcap stocks seem to be the flavor of the week. On Friday the mastermind of an international market manipulation scheme was sentenced to serve 18 years in prison. U.S. v. Gallison,...more

SEC Files Another Insider Trading Administrative Proceeding

The SEC filed another settled insider trading action as an administrative proceeding. The Commission has increasingly been filing insider trading cases in an administrative forum this year. In the Matter of Eric J. Wolff,...more

Tippee of Broker Resolves Insider Trading Charges with SEC

The SEC filed its second action tied to illegal tipping by brokerage firm registered representative Kevin Dowd. The first was SEC v. Dowd, Civil Action No. 3:13-cv-00494 (D. N.J. ) filed in January 2013. The second is SEC v....more

SEC Files Financial Fraud and Unregistered Securities Actions

The Commission filed two administrative proceedings this week. One centers on false entries made in the books and records of a broker dealer. It will be set for hearing. In the Matter of Jason Maiher, Adm. Proc. File No....more

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