Wells Notice

News & Analysis as of

Parties Push to Enforce Statutory Time Limits on SEC Enforcement Actions

Two cases now before US Courts of Appeals carry the possibility of placing meaningful new limits on the US Securities and Exchange Commission’s (SEC) time horizon for bringing enforcement actions. The SEC has long argued that...more

The SEC Continues to Turn Up the Heat on Private Equity’s Fees, Expenses and Valuation Practices

On April 3, 2015, The Wall Street Journal reported that private equity adviser Fenway Partners LLC (Fenway) received a Wells Notice from the U.S. Securities and Exchange Commission (SEC) in March 2015 regarding Fenway’s...more

2015: The Year of FCPA Liability for Financial Institutions?

For years, we have all heard about the coming wave of FCPA enforcement against financial institutions, investment banks, private equity firms and others who interact with sovereign wealth funds overseas....more

"Disclosure and Collateral Consequences of Enforcement Actions for Regulated Financial Services Firms"

Financial services firms facing enforcement proceedings at the hands of the U.S. Securities and Exchange Commission (SEC) or any other financial industry regulator must consider disclosure obligations in the context of the...more

Investment Management Firm Discloses Wells Notice Over Performance Claims

F-Squared Investments, Inc. (F-Squared), a registered investment manager that provides portfolios of exchange-traded funds (ETFs), recently disclosed that it received a Wells notice from the Securities and Exchange Commission...more

When Should You Disclose an SEC Investigation?

SEC investigations have become more common in recent years as the still relatively new Chair, Mary Jo White, and others have focused resources and attention on enforcement. It is now well established that there is no...more

Court Rules Dodd-Frank’s Wells Notice Deadline Is Internal

Section 929U of the Dodd-Frank Act provides: Not later than 180 days after the date on which Commission staff provide a written Wells notification to any person, the Commission staff shall either file an action against...more

SEC Probe of Netflix Highlights Legal Risks of Social Media

The U.S. regulatory probe of a Facebook posting by Netflix CEO Reed Hastings is raising questions about whether the 43-word message violates a rule requiring that material information be released to all investors at the same...more

Did Netflix’s Facebook Posting Disclose Too Much — to Too Few?

People these days use Facebook to tell their “friends” about all kinds of things – a favorite TV show, a political bent, a new relationship and all kinds of other details about their lives. But recent enforcement action by...more

Court Finds No Duty for Public Company to Disclose SEC Wells Notice

A federal judge has ruled that a public company did not have a duty to disclose the receipt of a Wells Notice from the SEC. In that case, shareholders filed a federal securities fraud class action lawsuit against a major...more

Federal Court Rules that Receipt of "Wells Notice" Does Not Trigger Reporting Liability

On June 21, 2012, the U.S. District Court for the Southern District of New York ruled that a company's receipt of a "Wells Notice" from the SEC does not trigger a duty to disclose under Rule 10b-5 of the Exchange Act....more

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