News & Analysis as of

Broken Windows: SEC Enforcement Reminds Officers, Directors and 5% Shareholders to Comply with Reporting Requirements

On September 10, 2014, the United States Securities and Exchange Commission (the “SEC”) announced enforcement proceedings against officers, directors and major shareholders and publicly-traded companies for violations related...more

SEC Targets Corporate Insiders for Failing to Promptly Disclose Stock Transactions

The Commission has announced an unprecedented enforcement initiative against officers, directors, and major stockholders for violating beneficial ownership reporting requirements and against public companies for their roles...more

Charges Against Corporate Insiders Portend Vigorous Future SEC Enforcement of Section 16(a) and Beneficial Ownership Reporting...

On September 10, 2014, the SEC announced charges against 28 officers, directors and major shareholders, as well as six publicly-traded companies, for violating federal securities laws requiring insiders to promptly report...more

SEC Announces Enforcement Initiative for Delinquent Securities Holding and Trading Reporting by Corporate Insiders and Public...

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

SEC Charges Insiders for Violations of Section 16(a) and Section 13

On September 10, 2014, the Securities and Exchange Commission announced charges against 28 officers, directors, and major shareholders for violating federal securities laws requiring them to report information about their...more

SEC Uses Data Analytics to Identify and Punish Late Form Filers

Can merely late filing of “routine” forms get you in trouble with the SEC? Yes, at least if it happens too often. On Wednesday the SEC announced charges and financial penalties totaling $2.6 million against 28 officers,...more

SEC Cops Bust 36 for Failure to File Ownership Reports

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

New Credit Rating Agency Rules Offer Insight into Public Company Internal Controls

The SEC has adopted credit rating agency rules for Nationally Recognized Statistical Rating Organizations (NRSROs), which include requirements relating to NRSROs’ internal controls. The Dodd-Frank Act requires NRSROs to...more

Orrick Technology IPO Insights for Q2 2014

Welcome to the inaugural issue of Orrick Technology IPO Insights, a quarterly publication highlighting trends in U.S. information technology company IPOs. We isolate technology companies in order to analyze and present...more

SEC Investigations Spur Debate over "Materiality" of Cyberattacks

Following a record year for data breach incidents — with eight breaches exposing over 10 million identities — the U.S. Securities and Exchange Commission (SEC) is closely scrutinizing how those breaches were handled. Multiple...more

SEC Gives Itself the Home Court Advantage in an Accounting Fraud / Internal Controls Action Against a Corporate CEO

An otherwise mundane SEC announcement on July 30, 2014 of an enforcement action charging a public company CEO and CFO with accounting fraud and internal controls violations is significant because the SEC is proceeding against...more

2014 Mid-Year Report Securities Litigation and Regulatory Enforcement

Welcome to the 2014 Mid-Year Report from the BakerHostetler Securities Litigation and Regulatory Enforcement Practice Team. Its purpose is to provide a periodic survey, apart from our team Executive Alerts, on matters we...more

What Investment Advisers Need to Know About Using Proxy Advisers

On June 30, 2014, the SEC issued long-awaited guidance on an investment adviser’s use of third-party proxy advisory firms such as ISS and Glass Lewis. Due to a number of regulatory developments over the past ten years,...more

Supreme Court Protects Whistleblowing Employees of Mutual Fund Adviser

Whistleblowing law continues to develop, with a recent U.S. Supreme Court decision holding that, despite ambiguous statutory language, the Sarbanes-Oxley Act of 2002 protects employees of private companies serving as...more

Whose Role is it Anyway? Unanswered Questions About Social, Political, or Environmental Corporate Disclosures

The D.C. Circuit attracted plenty of attention by ruling that one of the SEC’s conflict mineral disclosure rules – promulgated pursuant to a specific Congressional mandate in the Dodd-Frank Act – violated the First Amendment....more

Supreme Court Expands Scope of Sarbanes-Oxley Whistleblower Protections

The Issue: My company is not publicly traded, but provides services to companies that are. Do Sarbanes-Oxley whistleblower protections extend to our employees? The Solution: Yes. Analysis: Enacted in the wake of...more

SEC Considers Returning to Its Roots

The SEC has recently taken a well-deserved beating for its lack of attention to financial fraud at publicly traded companies. The numbers speak for themselves. In 2012, the SEC brought 79 financial fraud cases, when in years...more

SEC Order Against ISS

On May 23, the Securities and Exchange Commission charged Institutional Shareholder Services Inc. (ISS), a Maryland-based proxy adviser, with failure to safeguard its advisory clients’ confidential proxy voting information. ...more

SEC Provides No-Action Relief On Regulation BTR

Broadly speaking, SEC Regulation BTR prohibits directors and executive officers of public companies from trading in the issuer’s securities which were acquired in connection with service to the issuer if a sufficient number...more

SEC Issues Guidance on Social Media and Regulation FD

Public companies are encouraged to rigorously analyze SEC guidance prior to disseminating material information via social media....more

SEC Report Opens Door to Use of Social Media

On April 2, 2013, the U.S. Securities and Exchange Commission (the “SEC”) issued a Report of Investigation (the “Social Media Report”) clarifying that a company subject to Regulation Fair Disclosure (“Regulation FD”) may use...more

SEC Opens Door for Public Companies to Make Announcements Using Social Media

The Securities and Exchange Commission (SEC) released a Report of Investigation on April 2, 2013, that addresses whether public companies may use social media to make certain announcements....more

SEC ‘Likes’ Public Company Disclosures on Facebook and Other Social Media

Last December, we wrote about the U. S. Securities and Exchange Commission’s issuance of so-called “Wells” notices indicating that the agency was considering whether to bring enforcement proceedings against Netflix and its...more

SEC Addresses Use of Social Media for Public Company Disclosures

On April 2, 2013, the Securities and Exchange Commission issued a Report of Investigation that directly addresses the application of Regulation FD to disclosures made through social media channels such as Facebook and...more

New Iran Sanctions Enactments Apply to U.S. Companies’ Foreign Affiliates and Subsidiaries, and Require SEC Reporting by Public...

The Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury enforces comprehensive sanctions that regulate, and largely forbid, most forms of trade and financial transactions by U.S. persons with Iran....more

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