Due Diligence Securities & Exchange Commission

News & Analysis as of

Investment Insights - Top 10 Takeaways (November 2015)

Cybersecurity is more than a compliance issue, it is a business issue for all businesses, including investment advisers. What do your policies and procedures say and are you actively following them? How are your service...more

This Week In Securities Litigation (Week ending November 6, 2015)

Conflicts and investment fund fraud cases were the focus this week. The SEC brought two actions in each category. In addition, a settled insider trading action was filed....more

FinCEN Proposes Anti-Money Laundering and Suspicious Reporting Rules for Registered Investment Advisers

On August 25, 2015, the US Treasury Department’s Financial Crimes Enforcement Network (FinCEN) proposed rules that would require registered investment advisers to adopt anti-money laundering (AML) programs and report...more

EB-5 Due Diligence Matters

Private placement offerings are an increasingly active part of the securities business. One especially complicated and emerging area of private placements is the EB-5 Investor Visa Regional Center Program. Under the current...more

Recent MCDC Settlements Provide Guidance Concerning Scope of Materiality in Continuing Disclosure Obligations

In responding to the Securities and Exchange Commission’s recent Municipalities Continuing Disclosure Cooperation (MCDC) initiative, the unanswered question for many municipalities and broker-dealers was determining whether...more

Inside M&A - October 2015

Overview of SPACs and Latest Trends - A number of recent successful business combination transactions involving special-purpose acquisition companies (SPACs) led by prominent sponsors have driven a resurgence in the SPAC...more

Another Round of Favorable SEC Settlements, But Only for Underwriters that Self-Reported

The SEC has rolled out its second wave of enforcement actions against 22 municipal underwriting firms for alleged securities violations in municipal bond offerings in connection with its Municipalities Continuing Disclosure...more

New Study Highlights Anti-Bribery & Corruption Gaps & Risks

Everyone reading this post should have conducted a corporate risk assessment (CRA) in the past couple years. If not, stop reading and go conduct one now. Seriously, how can you know if your compliance program resources,...more

SEC’s Conflict Minerals Rule Still Unconstitutional, Says D.C. Circuit

On August 18, 2015, the United States Court of Appeals for the District of Columbia Circuit reaffirmed that both Section 1502 of the Dodd-Frank Act and its implementing Conflict Minerals Rule issued by the SEC violate the...more

Using the Internet to Raise Money: Securities Laws and Crowdfunding

There are many services available to emerging companies to raise money through crowdfunding. As an entrepreneur or leader of a company evaluating these options, it is important to understand the basic legal foundations of...more

SEC Approves Rule to Regulate Debt Research Reports and Debt Research Analysts

Background - Eight years in the making, the US Securities and Exchange Commission (SEC) has finally approved the Financial Industry Regulatory Authority’s (FINRA's) proposed Rule 2242 (the Rule or Rule 2242), which will...more

SEC Charges EB-5 Brokers For Not Registering

Multiple firms involved in the solicitation of investment capital for the Immigrant Investor Program (also known as "EB-5") have recently been charged by the SEC with acting as unregistered brokers. Neither In re Ireeco, LLC,...more

SEC Announces Second Wave of MCDC Enforcement Actions

The Securities and Exchange Commission (SEC) this week announced enforcement actions under its Municipalities Continuing Disclosure Cooperation (MCDC) Initiative, targeting 22 municipal bond underwriting firms for alleged due...more

Conflict Minerals Disclosure for Calendar Year 2015: "Conflict Undeterminable" Generally No Longer Permitted

The "DRC Conflict Undeterminable" determination, widely employed in conflict minerals reports to date, will not be permitted for issuers (other than small companies) reporting in 2016 on activities in calendar year 2015. At...more

SEC’s Increased Cybersecurity Enforcement and How to Reduce Your Risks

The SEC announced last week that an investment adviser had agreed to settle charges that it failed to take required steps to protect against and respond effectively to a cybersecurity breach. The action comes on the heels of...more

SEC Settles FCPA Action With Hitachi

The SEC filed a settled FCPA books and records and internal controls action centered on a firm which used a subsidiary partially owned by a foreign political party to influence the award of government contracts. Specifically,...more

The SEC OCIE Announces Increased Scrutiny of Broker-Dealers’ and Investment Advisers’ Cybersecurity Programs

On September 15, 2015, the Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (OCIE) issued a National Exam Program Risk Alert (2015 Risk Alert) to provide broker-dealers and investment...more

TN Ethics Opinion Approves Lawyers’ Cloud Storage of Client Data

Tennessee has joined other states in formally approving lawyers’ cloud-storage of client-confidential data. The Board of Professional Responsibility (“BOPR”) held that lawyers ethically may use cloud storage for...more

SEC to Conduct Second Round of Cybersecurity Examinations

On September 15, 2015, the Office of Compliance Inspections and Examinations (OCIE) of the Securities and Exchange Commission (SEC) issued a Risk Alert announcing its second round of examinations of registered investment...more

Crowdfunding and Real Estate Development

The real estate development market continues to open up to crowdfunding, and the changes to capital raising for real estate projects could be significant if only a small portion of the potential of these new methods take...more

OCIE to Conduct More Cybersecurity Exams

This week the SEC’s Office of Compliance Inspections and Examinations (“OCIE”) announced a second-round of cybersecurity examinations, continuing its initiatives on the issue. The move follows the SEC’s: March 2014 roundtable...more

International News: Focus on Private Equity

Our Focus on Private Equity provides a global perspective on some of the challenges being faced by PE firms and how these can be successfully addressed. It also examines some of the many opportunities available, e.g., by...more

OCIE Warns on Suitability in Retail Sales of Structured Products

The SEC’s Office of Compliance Inspections and Examinations (“OCIE”) issued a recent “Risk Alert” noting observed deficiencies in broker-dealer supervision and compliance controls over retail sales of structured products –...more

Hiring Practices: A New or Old FCPA Compliance Challenge?

Contrary to the opinion of many in the FCPA space, the BNY Mellon settlement and the looming actions against six major financial institutions for hiring practices is not a big shock or surprise. The SEC is not raising a new...more

FINRA’s New Research Rules

The new rules retain many of the current rules’ core requirements, but expand certain obligations and impose requirements on debt research activities for the first time. On August 26, 2015, the Financial Industry...more

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