On June 27, 2024, the U.S. Supreme Court issued its opinion in Securities and Exchange Commission v. Jarkesy. By a 6-3 vote, the Supreme Court affirmed the Fifth Circuit’s ruling, holding that the Seventh Amendment prohibits...more
7/5/2024
/ Administrative Agencies ,
Administrative Law Judge (ALJ) ,
FDIC ,
Financial Services Industry ,
NCUA ,
OCC ,
PCAOB ,
Regulatory Authority ,
SEC v Jarkesy ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Seventh Amendment
Section 3(a)(5) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”) defines a “dealer” as “any person engaged in the business of buying and selling securities […] for such person’s own account...more
Financial Industry Regulatory Authority (“FINRA”) supervisory control rules require each securities broker-dealer that is a member of FINRA to categorize every location from which the business of the broker-dealer is...more
On April 4, 2023, the U.S. Securities and Exchange Commission (“SEC”) filed suit against Charlie Javice, the 31-year-old founder of Frank, a student loan and financial aid assistance company. That same day, the U.S....more
5/31/2023
/ Bank Fraud ,
Department of Justice (DOJ) ,
Enforcement ,
Financial Aid ,
Penalties ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Student Loans ,
Willful Misconduct ,
Wire Fraud
The global COVID-19 pandemic, severe weather events, and the social unrest unleashed in the United States over the past year have amplified the role of Environmental, Social and Governance (“ESG”) as a driving factor in...more
WHAT TO CONSIDER TO AVOID A SPIRAL, IF YOUR COMPANY IS THE NEXT TO GO VIRAL. The recent meteoric rise (and subsequent fall) of GameStop, AMC Theaters and a host of other “meme stocks” has prompted hedge funds, investment...more
2/15/2021
/ GameStop ,
Hedge Funds ,
Internet Memes ,
Investment ,
Investment Banks ,
Investors ,
Market Manipulation ,
Market Volatility ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Stocks
The legitimacy and scope of the SEC’s “disgorgement” remedy have been the focus of increasing scrutiny for the better part of the past decade. Among other things, two Supreme Court decisions in the past four years placed...more
2/4/2021
/ Appropriation ,
Disgorgement ,
Investors ,
Kokesh v SEC ,
Liu v Securities and Exchange Commission ,
NDAA ,
Popular ,
Sarbanes-Oxley ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Statute of Limitations
In a remarkable year for the equity markets in 2020, the increased use of Special Purpose Acquisition Companies (“SPACs”) to take companies public stands out as a defining trend. In 2020, well-known private businesses – like...more
1/26/2021
/ Collusion ,
Department of Justice (DOJ) ,
Division of Corporate Finance ,
Due Diligence ,
Federal Trade Commission (FTC) ,
Form S-1 ,
Hart-Scott-Rodino Act ,
Initial Public Offering (IPO) ,
Popular ,
Private Equity Firms ,
PSLRA ,
Publicly-Traded Companies ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Sherman Act ,
Special Purpose Acquisition Companies (SPACs)
The Securities and Exchange Commission (“SEC”) last week published its observations from the first five months operating the SEC’s national examination program during the ongoing COVID-19 pandemic. This is the latest...more
8/19/2020
/ Broker-Dealer ,
Business Continuity Plans ,
CARES Act ,
Compliance ,
Conflicts of Interest ,
Coronavirus/COVID-19 ,
Cybersecurity ,
Data Privacy ,
Investment Fraud ,
Investors ,
OCIE ,
Securities and Exchange Commission (SEC)
On June 22, 2020, in Liu v. SEC, the Supreme Court held in an 8-1 decision that the SEC is authorized under 15 U.S.C. § 78u(d)(5) (2015) to seek disgorgement as “equitable relief” in district court actions, as long as the...more
7/13/2020
/ 15 U.S.C. § 78u(d)(5) ,
Administrative Authority ,
Business Expenses ,
Calculation of Damages ,
Corporate Misconduct ,
Disgorgement ,
Enforcement Actions ,
Equitable Relief ,
Kokesh v SEC ,
Lack of Authority ,
Liu v Securities and Exchange Commission ,
Net Profits ,
Remedies ,
SCOTUS ,
Securities and Exchange Commission (SEC)
Manufacturers and distributors of health care products, including pharmaceuticals, biologics, medical devices and diagnostics regularly face challenges that may require an internal investigation to determine the root cause of...more
11/19/2019
/ Biologics ,
Chief Compliance Officers ,
Compliance ,
Data Breach ,
Department of Health and Human Services (HHS) ,
Department of Justice (DOJ) ,
Diagnostic Tests ,
Export Controls ,
Federal Food Drug and Cosmetic Act (FFDCA) ,
Foreign Corrupt Practices Act (FCPA) ,
Health Insurance Portability and Accountability Act (HIPAA) ,
Internal Investigations ,
Life Sciences ,
Medical Devices ,
Pharmaceutical Industry ,
Risk Assessment ,
Risk Management ,
Supply Chain
Healthcare systems, hospital networks, and other healthcare providers regularly face challenges that may require an internal investigation to determine the root cause of an issue in order to evaluate how best to remediate and...more
11/12/2019
/ Auditors ,
Audits ,
Best Practices ,
Data Preservation ,
False Claims Act (FCA) ,
Health Care Providers ,
Health Insurance Portability and Accountability Act (HIPAA) ,
Internal Investigations ,
Medicare ,
Overpayment ,
Publicly-Traded Companies ,
Risk Management ,
Witnesses
The SEC signaled last week that it appears to be growing more comfortable approving certain digital asset activities, qualifying the first two initial coin offerings ever to proceed as registered securities....more
While SEC FinHub’s new framework announced last week for identifying crypto-securities suggests continued resistance for those using digital assets to access capital markets, an SEC no-action letter issued the same day to...more
4/11/2019
/ Blockchain ,
Capital Markets ,
Digital Assets ,
Distributed Ledger Technology (DLT) ,
Howey ,
Initial Coin Offering (ICOs) ,
No-Action Letters ,
Offerings ,
Popular ,
Regulation A ,
Regulation D ,
Regulation S ,
Regulatory Agenda ,
Securities ,
Securities and Exchange Commission (SEC) ,
Token Sales
On March 27, 2019, the U.S. Supreme Court issued its decision in Lorenzo v. SEC,[i] affirming the expansive view of the U.S. Securities and Exchange Commission (“SEC” or “Commission”) that, under the right circumstances,...more
4/5/2019
/ Appeals ,
Corporate Officers ,
Directors ,
Enforcement Actions ,
False Statements ,
Fines ,
Intent to Defraud ,
Investment Banks ,
Janus Capital Group Inc v First Derivative Traders ,
Lorenzo v SEC ,
Material Dissemination ,
Misleading Statements ,
Publicly-Traded Companies ,
Reaffirmation ,
Rule 10b-5 ,
Scienter ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations ,
Suspensions
Shutting down the United States federal government in late 2018 and early 2019 created the unfortunate perception that government watchdogs might not be able to catch up with illegal behavior, like insider trading. The...more