News & Analysis as of

Bad Actors

The State of Mind of a White Collar Criminal

by Michael Volkov on

As a chief compliance officer, it is important to consider the mindset of a criminal. Not to complete tasks and accomplish your objectives. Instead, it is important to understand the criminal mind, what makes them tick and...more

The Test for Bad Actors in a Bad Company

by Michael Volkov on

Some business people are “bad,” meaning they engage in misconduct and either feel no remorse or rationalize why their conduct is acceptable. In a company that embraces bad acting, breaking rules or cutting corners, bad actors...more

Important Dates and Reminders for Investment Advisers, Exempt Reporting Advisers, Commodity Trading Advisors and Commodity Pool...

by Foley Hoag LLP on

Investment Advisers - Annual Compliance Reviews - All investment advisers registered with the Securities and Exchange Commission (“SEC”) or The Commonwealth of Massachusetts are required to review their compliance...more

Financial Services Weekly News - January 2017 #2

by Goodwin on

Editor's Note - In This Issue.The SEC and FINRA released their examination priorities for 2017; the SEC’s Division of Investment Management issued an interpretative letter that would permit brokers to charge their own...more

Small Business Securities Bulletin: 505 Is Not Alive: SEC Adopts New and Amended Rules Governing Intrastate and Small Offerings

by Baker Donelson on

As we have discussed in prior Bulletins, pursuant to Section 5 of the Securities Act of 1933 (Securities Act) and state securities laws, any offer and sale of a security must be registered with the Securities and Exchange...more

Don’t Be a Pyrrhus – 5 Steps To Help Avoid Making Your Litigation Victory a Loss

In 279 B.C., King Pyrrhus of Epirus defeated the Roman army at the Battle of Asculum. King Pyrrus was not thrilled about the big win for Team Epirus. The victory was very costly – King Pyrrhus lost most of his army and many...more

Marketplace Lending Update: Recent Developments Place Pressure on Industry

by White & Case LLP on

Following a spate of heightened regulatory, enforcement and legislative scrutiny, investor concerns around industry practices, and bad press, the marketplace lending industry is at a crossroad. Some companies will...more

Treasury Department Extends Filing Requirements to Foreign-Owned Domestic Disregarded Entities

by Akerman LLP on

On May 10, 2016, the Treasury Department issued proposed regulations (the Proposed Regulations) which enable the Internal Revenue Service (IRS) to collect certain information about domestic disregarded entities with a single...more

How the Gray Bill Tries to Keep Out Bad Actors

by Ifrah PLLC on

The iGaming world is excited about Assembly Bill 2863—better known as the Gray bill because of lead sponsor Adam Gray—which would legalize and regulate intrastate online poker in California. A few weeks ago, the bill...more

FinCEN Finalizes Beneficial Ownership Identification Rules

by Ballard Spahr LLP on

As part of the U.S. Treasury Department's ongoing efforts to prevent bad actors from using U.S. companies to conceal money laundering, tax evasion, and other illicit financial activities, the Financial Crimes Enforcement...more

The Myth of the Rogue Employee

by Michael Volkov on

Humans by nature seek to avoid uncomfortable feelings, events and situations. When a company suffers misconduct, the same principle holds true. Corporate actors, defense lawyers and board members will always minimize the bad...more

Finding Some Additional Issues While Fundraising

So, your start-up had some difficulties raising money from venture capital funds and you think now it is time to gain access to a broader group of potential investors. Hiring a finder is a great way to tap into a larger...more

Going Rogue? OSHA Violation Defense Defused Where Supervisor and Subordinate Participate

If a supervisor engages in OSHA-violating conduct alongside a subordinate, is the company liable? The Eleventh Circuit recently affirmed an Occupational Safety and Health Review Commission (OSHRC) decision answering that...more

New Hampshire Uniform Securities Act

New Hampshire has adopted a new securities law, known as the New Hampshire Uniform Securities Act, which will become effective on January 1, 2016. It is modeled on the Uniform Securities Act (2002) (“USA 2002”), which has...more

Berkeley Balcony Collapse Leads To Calls For More Scrutiny of The Construction Industry

On June 16, 2015 six students died and seven others were seriously injured when the balcony on which they were standing collapsed. The group was celebrating a 21st birthday party at an apartment located in the “Library...more

A Guide to Regulation A+

by McGuireWoods LLP on

Significant changes to Regulation A, generally referred to as Regulation A+, went into effect on June 19, 2015. Old Regulation A - Regulation A is a previously existing exemption from the registration requirements...more

Initial Decision Finds that BP Manipulated 2008 Natural Gas Market in Texas

On August 13, 2015, a Federal Energy Regulatory Commission (“FERC” or “Commission”) Administrative Law Judge (“ALJ”) issued an initial decision in which she found that BP America Inc. et al. (“BP”) manipulated the natural...more

Are You Ready for the Attack? Online Brand and Reputation Protection

by Goulston & Storrs PC on

It starts with an inaccurate, possibly fake, online review. Then a post appears on a consumer complaint forum. Suddenly, there is a surge of false postings about your company on social media sites. Invariably, these anonymous...more

Can “Bad Actors” Wave Goodbye to SEC Waivers?

by Carlton Fields on

The SEC has been thinking harder before waiving automatic disqualifications that the federal securities laws and regulations impose on so-called "bad actors." Without such waivers, companies may be barred from, among...more

And Now Bad Actor Waivers for Forward-Looking Statements

The Securities Act (Section 27A(b)) and the Exchange Act (Section 21E(b)) exclude reliance on the safe harbor for forward-looking statements if, among other things, the statement is made with respect to an issuer that has,...more

SEC Clarifies “Voting Equity Securities” for Purposes of the Bad Actor Rules

by Ropes & Gray LLP on

The Securities and Exchange Commission (the “SEC”) recently released additional guidance on the definition of “voting equity securities” as applied to the bad actor disqualification rules under Rule 506(d) of the Securities...more

Factors the SEC Considers in “Bad Actor” Waivers

by DLA Piper on

We have previously blogged about the SEC’s July 2013 rule change that disqualifies certain “bad actors” from using Rule 506. Thankfully, Rule 506 permits the SEC to determine, upon a showing of good cause, that it is not...more

New California Internet Poker Bills Seek Political Compromise and Consensus, But May Further Divide Stakeholders in the Absence of...

by Snell & Wilmer on

Efforts to pass online poker legislation in California have failed for years, in large part due to the failure to achieve consensus on the most critical issues affecting stakeholders. California is now poised to consider new...more

Striking the Balance: Mary Jo White Says the SEC’s Process for “Well-Known Seasoned Issuer” Waivers Is Fair, But Signals a...

In a speech last Thursday, SEC Chair Mary Jo White publicly addressed the issue of whether the SEC has been too lax in granting waivers to large corporations that are subject to certain restrictions under the Well-Known...more

The Disqualification Provisions and the SEC’s Use of Wavers

by Dorsey & Whitney LLP on

One key debate regarding current SEC enforcement policy centers on the application of the so-called “bad actor” provisions. Previously the Commissioners split over the nature, use and application of those provisions. ...more

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