Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation
FCPA Compliance Report-Episode 330 Robin Bew and Henry Stoever of the NACD
FCPA Compliance and Ethics Report-Episode 119-FCPA Year in Review, Part I
The U.S. Securities and Exchange Commission ("SEC") has charged a group of small companies with making deficient filings on Form 12b-25, harkening back to the SEC's "broken windows" strategy from the last decade....more
A number of recent SEC enforcement actions alleging failure to disclose perquisites, summarized below, highlight the importance of the questionnaires routinely used in connection with the preparation of SEC reports and proxy...more
Last week, the Securities and Exchange Commission (SEC) filed a complaint in U.S. District Court against a company’s director, former CEO and former CFO for allegedly making false and misleading statements to the company’s...more
Whistleblower Developments is a periodic report covering significant cases, decisions, proposals, and legislation related to whistleblower statutes and how they may impact your business. Recent developments include: ...more
Sender Primary Liability for Misstatements in PPMs and Prospectuses: Lorenzo v. SEC (No. 17-1077 -- U.S. – 2019). On March 27th, the Supreme Court issued a 1934 Act Rule 10b-5 opinion that will have implications for...more
On March 27, 2019, the U.S. Supreme Court issued its decision in Lorenzo v. SEC,[i] affirming the expansive view of the U.S. Securities and Exchange Commission (“SEC” or “Commission”) that, under the right circumstances,...more
Highly anticipated opinion extends primary liability for securities fraud beyond the “maker” of false statements. Key Points: ..The Court held that a defendant’s act of sending emails drafted by another, that the...more
In a 6 to 2 opinion Wednesday, the U.S. Supreme Court declined to extend its holding in Janus Capital Grp., Inc. v. First Derivative Traders, 564 U.S. 135 (2011) beyond Exchange Act Rule 10b-5(b), and held that a person who...more
On March 27, 2019, the Supreme Court of the United States issued its decision in Lorenzo v. Securities and Exchange Commission, 587 U.S. ___ (2019) curtailing any meaningful distinction between liability of a statement maker...more
Striking a blow to employees who send communications at the behest of others, the Supreme Court held yesterday that those who “disseminate” false statements with the intent to defraud—even if they did not draft those...more
According to the SEC in an order settling an enforcement action, Alan Shortall was CEO and Chairman of Unilife Corporation, a Nasdaq listed issuer. According to the SEC, Shortall arranged for Unilife to make personal payments...more
On Friday, the SEC filed a complaint against James C. Cope, a former member of the Executive Committee of Pinnacle Financial Partners’ (“PFP”) board of directors, alleging that he engaged in insider trading. The same day,...more
Cyberattacks are attempts by hackers to damage, destroy and/or steal data from a computer network or system. From 2013 to 2015, more than 153.6 million people had information stolen in cyberattacks involving companies such as...more
Non-Enforcement - Mutual Fund Directors Must Be Vigilant in Addressing Risks - In remarks to the Mutual Fund Directors Forum, SEC Chair Mary Jo White outlined some of the risks and challenges that mutual fund...more
Non-Enforcement - Remember to Update Your Risk Disclosure on an Ongoing Basis - The staff of the Securities and Exchange Commission (SEC) issued guidance reminding mutual funds, exchange traded funds, and other...more
I am convinced that the law eventually reaches the “right” solution. There may be disastrous detours along the way, but in the end the law will adapt to reach the right result. Of course, our history is replete with instances...more
Underscoring the need for independent trustees to act vigilantly, a recent SEC consent order issued in an enforcement action imposed discipline on a mutual fund's independent trustees, its investment advisor, and the...more
On March 13, the Securities and Exchange Commission charged eight officers, directors and major shareholders for failing to update material changes in their stock ownership disclosures on Schedule 13D in connection with...more
In this episode I begin a two-part review of the 2014 FCPA year. In this episode I review some of the significant corporate enforcement actions. ...more
In an enforcement sweep recently brought by the U.S. Securities and Exchange Commission (“SEC”), 28 officers, directors and major shareholders were charged with violations of the reporting requirements relating to equity...more
On September 10, 2014, the U.S. Securities and Exchange Commission announced settlements with officers, directors, and significant shareholders for violating federal securities laws requiring information about their...more
On September 10, 2014, the Securities and Exchange Commission (the “SEC”) announced charges against 18 individuals and ten investment firms for violating federal securities laws that require prompt reporting about their...more
On September 10, 2014, the Securities and Exchange Commission (SEC) announced charges against 13 officers or directors and 15 major shareholders of publicly traded companies for violating Section 16(a), Section 13(d), and/or...more
After years of little enforcement action, the Securities and Exchange Commission (“SEC”) issued a press release yesterday announcing charges against 28 officers, directors, or major shareholders for violating federal...more
The SEC charged 29 officers, directors, or major shareholders for violating federal securities laws requiring them to promptly report information about their holdings and transactions in company stock. Seven publicly-traded...more