Securities & Exchange Commission

The United States Securities and Exchange Commission was created in 1934 in response to the Great Stock Market Crash of 1929. The Commission was created to protect investors, ensure fairness in the market, and... more +
The United States Securities and Exchange Commission was created in 1934 in response to the Great Stock Market Crash of 1929. The Commission was created to protect investors, ensure fairness in the market, and encourage capital formation. The Commission is headed by five presidentially-appointed Commissioners who oversee the Commission’s five divisions: Division of Corporation Finance, Division of Trading and Markets, Division of Enforcement, Division of Investment Management, and the Division of Risk, Strategy and Financial Information.  less -
News & Analysis as of

To Fix the Technology Glitches, SEC Imposes New Regulation SCI on the Markets

Detailed rules will become effective February 2015, with compliance required by November 2015. On November 19, 2014, the Securities and Exchange Commission (the Commission) adopted new rules for technology...more

Avon Settles FCPA Charges with the DOJ and SEC

Travel, entertainment and gifts continue to be a central focus of FCPA enforcement. Earlier this month, and last month, the Commission filed settled FCPA actions centered on these items. Now the SEC and the DOJ have settled...more

Gifts, Meals and Then . . . FCPA Enforcement

Life can be very humbling. The SEC has definitely humbled me. For years now, I have been claiming that companies spend too much time worrying about gifts, meals and entertainment expenses under the FCPA, rather than...more

Investment Management Update

In This Issue: - SEC Announces First-of-Its-Kind Whistleblower Award To an Audit and Compliance Professional - SEC Issues No-Action Letter To Allow for Amendment of a Sub-Advisory Agreement without Shareholder...more

FCPA Compliance and Ethics Report-Episode 115-Tom Fox and Matt Kelly on COSO, Bruker Corp, Dallas Airmotive and Alstom [Video]

In this episode Compliance Week editor Matt Kelly and I discuss the COSO 2013 Framework implementation and its changes from the prior Framework. We also discuss the recent Bruker Corp & Dallas Airmotive FCPA enforcement...more

Second Circuit Clarifies a Heightened Standard for Insider Trading Convictions

The US Court of Appeals for the Second Circuit recently held that, in order to convict a tippee for insider trading under Section 10(b) of the Securities Act of 1934 and Rule 10b-5, the government must prove beyond a...more

Second Circuit Limits “Tippee” Insider Trading Liability

In United States v. Newman, No. 13-1837 (2d Cir. Dec. 10, 2014), the United States Court of Appeals for the Second Circuit reversed the 2013 convictions of Anthony Chiasson and Todd Newman on charges of conspiracy to commit...more

SEC Distances Itself From Janus and Adopts Expansive View of Rule 10b-5(a) and (c)

The SEC recently rendered an opinion in an enforcement action against two persons, John P. Flannery and James D. Hopkins, associated with an investment adviser. In so doing, it sought to limit the Supreme Court’s holding in...more

No Knowledge, No Jail: Second Circuit Clarifies Scope of Tippee Insider Trading Liability

On December 10, 2014, the Second Circuit issued an important decision (U.S. v. Newman, No. 13-1837, 2014 WL 6911278 (2d Cir. Dec. 10, 2014)) that will make it more difficult in that Circuit for prosecutors, and most likely...more

SEC Continues To Focus On Microcap Fraud

The Commission continues to focus on microcap fraud actions with two new manipulation cases involving penny stocks. In one a former registered representative acted as an unregistered broker and then engaged in a series of...more

Orrick's Financial Industry Week in Review

Council of EU Publishes Final Compromise Text of ELTIF Regulation - The Council of the EU has published an "I" item note from its General Secretariat to the Permanent Representatives Committee (COREPER) which sets out...more

Whole Foods’ Proposal for Proxy Access Is Sufficient to Exclude Shareholder Proposal

In a closely watched development, the SEC’s Division of Corporation Finance Staff (Staff) granted no-action relief in early December to Whole Foods Market, Inc. (Whole Foods, or the Company) in response to the Company’s...more

FINRA Proposes Changes to the Equity Research Analyst and Equity Research Report Rule

On November 18, 2014, the Financial Industry Regulatory Authority, Inc. (“FINRA”) filed a proposed rule change with the Securities and Exchange Commission (the “SEC”) to adopt NASD Rule 2711 as new FINRA Rule 2241 with...more

New York Establishes New Cyber Security Examination Process for Financial Institutions

New York’s Department of Financial Services released a letter on December 10, 2014, announcing the details of its plan to focus more attention on cyber security matters in conducting examinations. Directed at New...more

Whistleblowers Gone Global – International Implications of the Dodd-Frank Whistleblower Programmes

Organisations in the U.K. breathed a collective sigh of relief this summer when the commission formed by the Bank of England and the U.K. Financial Conduct Authority (FCA) recommended against the implementation of U.S.-style...more

SEC Approves MSRB Best Execution Rule

On December 5, the Securities and Exchange Commission approved Municipal Securities Rulemaking Board (MSRB) Rule G-18 (Best Execution Rule) that will require municipal securities dealers to seek the most favorable terms...more

CFTC and SEC Propose Interpretation Concerning Forward Contracts with Embedded Volumetric Optionality

On November 13, 2014, the Commodity Futures Trading Commission (CFTC) and the Securities and Exchange Commission (SEC) approved for publication in the Federal Register a proposed interpretation clarifying the CFTC’s...more

SEC Files Settled FCPA Action Centered On Improper Travel

A “world tour” was at the center of FCPA violations by two employees of FLIR Systems, Inc., In the Matter of Stephen Timms, Adm. Proc. File No. 3-16281 (Nov. 17, 2014). Travel was also the focus of the Commission’s latest...more

SEC Sanctions Operator of Unregistered Virtual Currency Exchanges

On December 8, the Securities and Exchange Commission sanctioned a computer programmer for operating two online exchanges that traded securities using virtual currencies without registering them as broker-dealers or stock...more

Bridging the Week - December 2014 #3

US Judge Says Sentinel 2007 Transfers to BNY Mellon Cannot Be Reversed as Made in Good Faith - The Bank of New York Mellon Corporation (formerly Bank of New York) was absolved of having engaged in “egregious...more

Trinity Wall Street v. Wal-Mart Stores, Inc. Provides New (But Limited) Guidance on the Ordinary Business Exception to Rule 14a-8

A tenet of corporate law is that directors—not shareholders—manage a company's business and affairs. Recognizing that proposals adopted through the Rule 14a-8 process could allow shareholders to intrude on matters...more

SEC to Require Living Wills and Stress-Testing for Investment Advisers

In a speech on December 11, 2014, SEC Chair Mary Jo White announced three broad “proactive initiatives” to address the risks of “increasingly complex portfolio composition and operations” in the asset management industry. ...more

SEC and PCAOB Combine Their Focusses on Broker-Dealer Audits and Independence in Settlements with Fifteen Audit Firms

On December 8, 2014, the Securities and Exchange Commission (SEC) and Public Company Accounting Oversight Board (PCAOB) announced settlements with fifteen audit firms for violating independence rules applicable to auditors of...more

Investment Management Director Offers Top 10 Lessons Learned in 2014

In a December 10, 2014 speech, Norm Champ, the Director of the SEC’s Division of Investment Management, offered a glimpse at the top 10 industry lessons learned in 2014. While admitting that his Top Ten list “may not be as...more

Top Ten International Anti-Corruption Developments for November 2014

For busy in-house counsel and compliance professionals, we have tried to summarize the most important international anti-corruption developments in the past month with links to primary resources. November was definitely a...more

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