On June 21, the U.S. Supreme Court issued its long-awaited decision in Goldman Sachs Group, Inc. et al. v. Arkansas Teacher Retirement System et al. The Court held that in ruling on class certification in a securities action,...more
6/25/2021
/ Arkansas Teacher Retirement System v Goldman Sachs Group ,
Basic v Levinson ,
Burden of Persuasion ,
Burden of Proof ,
Class Action ,
Class Certification ,
Conflicts of Interest ,
Goldman Sachs ,
Investors ,
Presumption of Reliance ,
SCOTUS ,
Securities Exchange Act ,
Securities Litigation ,
Shareholders
On June 4, the European Commission (EC) adopted two sets of standard contractual clauses (SCCs) for use between controllers and processers in the European Economic Area (EEA) and for the transfer of data between EEA and...more
6/17/2021
/ Cybersecurity ,
Data Controller ,
Data Processors ,
Data Protection ,
EU ,
European Economic Area (EEA) ,
General Data Protection Regulation (GDPR) ,
International Data Transfers ,
Personal Data ,
Personally Identifiable Information ,
Schrems I & Schrems II ,
Standard Contractual Clauses
On Friday, June 11, the Securities and Exchange Commission (SEC) filed its Agency Rule List for Spring 2021 with the Office of Management and Budget. The Agency Rule List gives clarity to when companies can expect to see...more
6/16/2021
/ 10b5-1 Plans ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Investment Adviser ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
On June 7, the Department of Justice (DOJ) announced that it seized 63.7 of the 75 bitcoins paid by Colonial Pipeline to ransomware attackers last month. The recovered bitcoins were valued at $2.3 million at the time of...more
6/10/2021
/ Asset Seizure ,
Bitcoin ,
Cyber Attacks ,
Cybersecurity ,
Department of Justice (DOJ) ,
Enforcement Actions ,
FBI ,
Hackers ,
Infrastructure ,
Oil & Gas ,
Pipelines ,
Popular ,
Ransomware ,
Supply Chain
On June 3, 2021, President Biden issued the first National Security Study Memorandum of his presidency, in which he declared fighting corruption “a core United States national security interest.” The Memorandum sets out the...more
6/9/2021
/ Anti-Corruption ,
Biden Administration ,
Bribery ,
Corruption ,
Cross-Border Transactions ,
Economic Sanctions ,
Enforcement Guidance ,
Financial Crimes ,
Foreign Corrupt Practices Act (FCPA) ,
Foreign Policy ,
Money Laundering ,
National Security ,
Presidential Memorandum ,
White Collar Crimes
On June 3, 2021, the Supreme Court issued a 6-3 decision in Van Buren v. United States, narrowing the scope of the Computer Fraud and Abuse Act (CFAA). In resolving a circuit split in favor of a limited interpretation of the...more
As we noted in a previous client alert, the Biden administration has taken significant steps to strengthen enforcement and oversight relating to ESG issues early on in its tenure. In January, the president issued an executive...more
6/2/2021
/ Business Plans ,
Business Strategies ,
Capital Investments ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Sustainability
In response to increasing cybersecurity threats, including the SolarWinds and Colonial Pipeline attacks, President Biden issued an Executive Order on May 12, 2021, that enhances cybersecurity requirements for federal...more
We have discussed in previous alerts a spate of shareholder lawsuits alleging corporate fiduciary breaches and securities law violations tied to the defendant company’s alleged failure to fulfill diversity aspirations. ...more
Consistent with a growing national trend, Virginia joined California in recently passing consumer privacy legislation with broad national reach. Both the Virginia Consumer Data Protection Act ...more
4/8/2021
/ California Consumer Privacy Act (CCPA) ,
CDPA ,
Consumer Privacy Rights ,
Corporate Counsel ,
Cybersecurity ,
Data Collection ,
Data Management ,
Data Privacy ,
Data Protection ,
Personal Data ,
Personally Identifiable Information ,
Popular
Most of the recent shareholder litigation that has followed the current wave of Special Purpose Acquisition Company (SPAC) offerings and associated business combinations has been based on federal securities law claims. ...more
In a prior alert, we noted that a number of shareholder lawsuits were brought during 2020 in which large corporations and their directors were accused of fiduciary breaches and securities law violations tied to the alleged...more
3/26/2021
/ Board of Directors ,
Breach of Duty ,
Corporate Governance ,
Derivative Complaint ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Facebook ,
Fiduciary Duty ,
Pleading Standards ,
Publicly-Traded Companies ,
Securities Violations ,
Shareholders
On March 5, the Securities and Exchange Commission (SEC) announced that it had charged AT&T and three of its midlevel investor relations executives with violating Regulation FD, a rule that bars issuers from selectively...more
On March 4, the U.S. Securities and Exchange Commission (SEC) announced the creation of a Climate and ESG Task Force in the Division of Enforcement. Climate risks and sustainability have been of increasingly critical interest...more
3/8/2021
/ Biden Administration ,
Business Strategies ,
Capital Investments ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Investment Management ,
Joint Task Force ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Sustainability
Introduction -
On Feb. 2, 2021, the Securities and Exchange Commission (SEC) issued a cease-and-desist order settling charges against the former CEO and CFO of WageWorks Inc. (WageWorks, or the Company), stemming from the...more
2/22/2021
/ Cease and Desist Orders ,
Compensation & Benefits ,
Corporate Counsel ,
Dodd-Frank ,
Enforcement Actions ,
Executive Compensation ,
Financial Statements ,
Incentive Compensation ,
Reimbursements ,
Sarbanes-Oxley ,
Section 304 ,
Securities and Exchange Commission (SEC) ,
Securities Violations
Ransomware threats and attacks dominated the cyber news cycle in 2020 and into 2021. With the global pandemic and the uptick in remote work and learning, cybercriminals and nation-state hackers have seized on vulnerabilities...more
2/10/2021
/ Cryptocurrency ,
Cyber Attacks ,
Cyber Insurance ,
Cybersecurity ,
Data Breach ,
Hackers ,
NYDFS ,
Office of Foreign Assets Control (OFAC) ,
Popular ,
Ransomware ,
Risk Management ,
Underwriting
As previously discussed in our Sept. 10, 2020, client alert, in Wong v. Restoration Robotics, Inc., Case No. 18-CIV-02609 (Cal. Super. Ct. Sept. 1, 2020), the Superior Court of California for the County of San Mateo dismissed...more
12/23/2020
/ Bylaws ,
Certificates of Incorporation ,
Corporate Issuers ,
Cyan Inc v Beaver Cty Emps Ret Fund ,
D&O Insurance ,
Forum Selection ,
Initial Public Offering (IPO) ,
Publicly-Traded Companies ,
Securities Act of 1933 ,
Securities Litigation ,
Securities Violations
Last week, the Delaware Supreme Court issued an important decision effectively broadening the scope of stockholder pre-litigation inspection rights. ...more
On Dec. 11, 2020, the Supreme Court granted certiorari in Arkansas Teacher Retirement System, et al. v. Goldman Sachs Group, Inc., to review a decision by the Second Circuit Court of Appeals upholding certification of an...more
12/17/2020
/ Arkansas Teacher Retirement System v Goldman Sachs Group ,
Basic v Levinson ,
Burden of Persuasion ,
Burden of Proof ,
Certiorari ,
Class Action ,
Class Certification ,
Conflicts of Interest ,
Goldman Sachs ,
Investors ,
Presumption of Reliance ,
SCOTUS ,
Securities Exchange Act ,
Securities Litigation ,
Shareholders
On November 23, 2020, the Second Circuit Court of Appeals issued an opinion by Judge Jon O. Newman in Packer v. Raging Capital Management, reversing a magistrate judge’s summary judgment order that had found Raging Capital...more
12/1/2020
/ 16(b) ,
Beneficial Owner ,
Disgorgement ,
Enforcement Actions ,
Hedge Funds ,
Investment Adviser ,
Ownership Interest ,
Securities Exchange Act ,
Securities Regulation ,
Short-Swing Trading ,
Stock Purchase Agreement
On Nov. 11, 2020, the European Data Protection Board (EDPB) published eagerly anticipated guidance in the wake of the July 2020 European Court of Justice’s (ECJ) decision in Schrems II, outlining a process for ensuring data...more
11/23/2020
/ Corporate Counsel ,
Cybersecurity ,
Data Protection ,
EU ,
EU-US Privacy Shield ,
European Data Protection Board (EDPB) ,
General Data Protection Regulation (GDPR) ,
International Data Transfers ,
Personal Data ,
Personally Identifiable Information ,
Schrems I & Schrems II ,
Standard Contractual Clauses
On Oct. 30, 2020, the Fifth Circuit agreed to rehear en banc a case challenging the constitutionality of Securities and Exchange Commission (SEC) administrative proceedings on the ground that the agency “is violating...more
11/11/2020
/ Administrative Law Judge (ALJ) ,
Administrative Proceedings ,
Audits ,
Constitutional Challenges ,
Corporate Counsel ,
En Banc Review ,
Lucia v SEC ,
PCAOB ,
Removal For-Cause ,
Securities and Exchange Commission (SEC) ,
Separation of Powers
On Oct. 30, 2020, the United Kingdom’s data protection authority, the Information Commissioner’s Office (ICO), in connection with France’s Commission nationale de l’informatique et des libertés (CNIL), announced the largest...more
11/5/2020
/ British Airways ,
CNIL ,
Cybersecurity ,
Data Breach ,
Data Protection ,
Enforcement Actions ,
EU ,
General Data Protection Regulation (GDPR) ,
Information Commissioner's Office (ICO) ,
Marriott ,
Popular
In a recent settled administrative proceeding, the Securities and Exchange Commission (SEC or the Commission) imposed a $20 million fine and a cease-and-desist order on Andeavor LLC, a Texas energy company, in connection with...more
A Delaware Supreme Court case earlier this year, Dohmen v. Goodman (Del. June 23, 2020), provides authoritative guidance on the duty of disclosure of management to stockholders, limited partners and members of limited...more