Securities & Exchange Commission Compliance

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

SEC to host annual "Government-Business Forum on Small Capital Formation" and webcast

The SEC is hosting its annual Small Business Capital Formation Forum on November 20, 2014, which will focus on the capital formation concerns of small businesses...more

SEC Finalizes Rule On Asset-Backed Securities

On September 24, the SEC issued a final rule adopting significant revisions to regulations governing the disclosure, reporting, registration and the offering process for asset-backed securities (“ABS”). The revised rules aim...more

Guidance for Investment Advisers Using Proxy Advisory Firms

A recent SEC Staff Legal Bulletin provides important guidance for investment advisers that use proxy advisory firms in voting clients’ securities. Nevertheless, the Bulletin (dated June 30, 2014) leaves much unresolved....more

Employment Flash - September 2014

In This Issue: - SEC Pays First Whistleblower Award to Audit and Compliance Professional - Supreme Court Allows Affordable Care Act Contraceptives Religious Exemption - EEOC Adopts New Pregnancy...more

SEC Issues Guidance on Accredited Investor Status

On July 3, 2014, the SEC’s Division of Corporation Finance issued six new compliance and disclosure interpretations (C&DIs) regarding determination of accredited investor status for purposes of Rule 506(c). C&DI 255.48...more

Blog: A Peek Into Corp Fin’s Assessment Of The First Year Of Conflict Minerals Filings

As those who worked on conflict minerals this past year can attest, the SEC was not exactly lavish in providing guidance on the application of its rules. As reported by Bloomberg, director of Corp Fin, Keith Higgins, speaking...more

Your FCPA good housekeeping: safeguards, procedures and the spouse eye-roll test

FCPA awareness and enforcement has exploded since 2002, but one thing remains the same: the most vexing part of the statute for companies, in terms of day-to-day compliance, is the part covering gifts, meals, entertainment...more

SEC Charges Officers, Directors, Stockholders and Companies for Failure to Timely File Reports Under Sections 13 and 16 of the...

The director of the SEC’s Division of Enforcement, Andrew Ceresney, said that using quantitative analytics the SEC has identified various individuals and companies with especially high rates of filing deficiencies and...more

SEC Puts Their Money Where Their Mouth Is: $30 Million Awarded to Whistleblower

On September 22, 2014, the SEC announced its largest whistleblower award to date under its Dodd-Frank whistleblower bounty program. It awarded $30-$35 million to an anonymous whistleblower who the Commission said provided...more

Public Companies Take Note: SEC Launches Enforcement Initiative Targeting Section 16 and Other Shareholder Filings

The Securities and Exchange Commission (SEC) recently announced charges against 28 public company officers, directors and ten percent shareholders for repeated violations of federal securities laws requiring them to promptly...more

SEC Compliance Manual for NYSE-Listed Non-US Companies

As a result of registration of ordinary shares including in the form of American Depositary Shares (“ADSs”) under the US securities laws and the listing of ordinary shares or ADSs on the New York Stock Exchange (the “NYSE”),...more

The Financial Report, Volume 3, Number 18 (Global)

Discussion and Analysis - Last Tuesday, the United States District Court for the District of Columbia mostly upheld the Commodity Futures Trading Commission’s authority to regulate cross-border derivatives trading. The...more

Think High Stakes Whistleblowing is Just a U.S. Phenomenon? Think Again.

Today the SEC announced that it will pay $30 million to a whistleblower in the largest award ever doled out by the agency. This news is monumental and will send shock waves around the financial world—along with gut...more

SEC commissioner weighs in on regulatory process and capital formation

SEC Commissioner Daniel Gallagher urged the commission on Wednesday to fulfill its mandate to promote capital formation. The SEC should institutionalize an enhanced small business focus, Gallagher said in his prepared...more

Company Liability for Insider Stock Ownership Reports

Earlier this month, the SEC announced charges against six public companies for contributing to their insiders’ failure to properly file Form 4s or for violating the Item 405 proxy disclosure requirements for late insider...more

A Reminder of the Importance of Internal Controls Under SOX

On July 30, 2014, the SEC announced charges against the CEO and the former CFO of a computer equipment company based in Florida for misrepresenting the state of the Company’s internal controls over financial reporting and...more

Two Whistleblower Cases Show Major Contrast of How Cases Can Result

A couple of recent whistleblower cases that have received national attention show the large divide that still exists in the way that these cases can progress. The first case saw the SEC award a whistleblower $400,000 for...more

This Week In Securities Litigation

The Commission continued with broken windows this week. Twenty Rule 105 short selling cases were filed in a group. Last week another group of broken window type cases was filed based on the failure to file Form 4s and...more

Larger Rewards For Wall Street Whistleblowers May Be On The Horizon

As reported by the Wall Street Journal, the Obama administration will seek to remove the $1.6 million cap on rewards to whistleblowers who provide evidence of criminal conduct by financial executives under the 1989 Financial...more

Financial Services Weekly News Roundup - September 2014

In This Issue: The CFTC provided long-awaited exemptive relief for commodity pool operators that wish to offer their funds in private offerings using general solicitation under Rule 506(c) of the SEC’s Regulation D. ...more

SEC Continues Its “Strict Liability” Enforcement Campaigns, Focusing on Filing Failures and Rule 105 Violations

Nearly five years ago, the SEC launched an extensive "crackdown" on violations of Rule 105 of Regulation M, which prohibits short selling securities and then participating in secondary offerings of the same securities within...more

SEC Enforcement Actions for Failure to File Timely Reports (under Sections 16(a), 13(d) and 13(g) of the Exchange Act)

Last week, the Securities and Exchange Commission (SEC) announced settled charges against (i) 28 officers, directors and major beneficial owners of publicly traded companies that failed to file Schedules 13D and 13G and...more

SEC’s Broken Window Enforcement Program Gets a Boost from “Quantitative Analytics” and “Algorithms”

The SEC announced last week that it had charged, in settled administrative proceedings, 28 individuals and investment firms that failed to “promptly report information about their holdings and transactions in company stock”...more

The SEC In the Office Fails To Deter Insider Trader

The theory of “broken windows,” the enforcement approach being pursued by the SEC, is that prosecuting all violations large and small creates deterrence. That comes from a kind of omnipresence, or a cop on the beat impact. In...more

SEC Announces Enforcement Actions Relating to Section 16 Reporting Violations

On September 10, the SEC announced enforcement actions against 28 individuals and investment companies for failing to promptly report their holdings of and transactions in public company stock. The SEC also brought charges...more

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