Although the SEC has long adhered to its Seaboard Report of Investigation to outline the analytical framework for the agency's cooperation program for companies, the exact benefits of self-policing, self-reporting,...more
11/17/2023
/ Administrative Proceedings ,
Civil Monetary Penalty ,
Cooperation ,
Corporate Counsel ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Internal Investigations ,
Non-Prosecution Agreements ,
Publicly-Traded Companies ,
Remediation ,
Securities and Exchange Commission (SEC) ,
Settlement ,
Voluntary Disclosure
In a series of settlements announced this year, the U.S. Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA) penalized several broker-dealers for allegedly failing to file...more
11/9/2023
/ Anti-Money Laundering ,
Banking Sector ,
Broker-Dealer ,
Compliance Monitoring ,
Enforcement Actions ,
Financial Industry Regulatory Authority (FINRA) ,
FinCEN ,
NASD ,
Registered Representatives ,
Regulation SHO ,
Remediation ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Self-Reporting ,
Settlement ,
Suspicious Activity Reports (SARs) ,
Threshold Requirements
The SEC on Oct. 30, 2023, filed a landmark cybersecurity enforcement action against SolarWinds Corp. (SolarWinds) and the company's current Chief Information Security Officer (CISO) Timothy Brown. The SEC's complaint alleges...more
11/7/2023
/ Cyber Attacks ,
Cybersecurity ,
Data Breach ,
Enforcement Actions ,
Failure To Disclose ,
Information Technology ,
NIST ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations ,
SolarWinds
The same day that the U.S. District Court for the Southern District of New York (SDNY) in SEC v. Ripple Labs, Inc. denied the SEC's request for an interlocutory appeal of the bombshell summary judgment ruling in the case, the...more
11/2/2023
/ Aiding and Abetting ,
Crypto Exchanges ,
Cryptoassets ,
Department of Justice (DOJ) ,
Digital Assets ,
Discovery ,
Dismissals ,
Federal Rules of Civil Procedure ,
FinCEN ,
Genuine Issue of Material Fact ,
Howey ,
Institutional Investors ,
Interlocutory Appeals ,
Judgment on the Pleadings ,
Registration Statement ,
Ripple ,
Securities ,
Securities and Exchange Commission (SEC) ,
Trading Platforms ,
Unregistered Securities
Digital assets are not the only coins drawing regulatory scrutiny these days. Earlier this year, the U.S. Securities and Exchange Commission (SEC) announced that it filed a complaint against California-based Red Rock Secured...more
10/27/2023
/ 401k ,
CFTC ,
Digital Assets ,
Enforcement Actions ,
Fraud ,
Individual Retirement Account (IRA) ,
Investment Advisers Act of 1940 ,
Parallel Proceedings ,
Rare Earth Metals ,
Retirement Plan ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations
As the SEC closed its fiscal year, it filed three separate enforcement actions against companies for purported violations of Rule 21F-17 under the Securities and Exchange Act of 1934, which prohibits persons from impeding...more
10/10/2023
/ Civil Monetary Penalty ,
Compliance ,
Contract Terms ,
Employment Contract ,
Enforcement Actions ,
Policies and Procedures ,
Remediation ,
Retaliation ,
Rule 21F-17 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations ,
Separation Agreement ,
Whistleblower Protection Policies ,
Whistleblowers
Specifically, the SEC wants a change to persuade the U.S. Court of Appeals for the Second Circuit – now, not later – of its view that Torres got it wrong when she determined that the company's offer and sale of its XRP token...more
8/11/2023
/ Cryptoassets ,
Digital Assets ,
Digital Platforms ,
Discovery Disputes ,
Enforcement Actions ,
Howey ,
Interlocutory Appeals ,
Investment Contract ,
Popular ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Security-Based Swaps ,
Token Sales ,
Trading Platforms ,
Unregistered Securities
We return once more to the issue of public company executive perquisites or "perks" – a topic we anticipated last year would "be a hot-button enforcement issue for the foreseeable future." We were not wrong. In light of the...more
7/11/2023
/ Compensation & Benefits ,
Cooperation ,
Corporate Governance ,
Enforcement Actions ,
Executive Compensation ,
Failure To Disclose ,
Perks ,
Publicly-Traded Companies ,
Regulatory Violations ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Self-Reporting
In a one-two punch earlier this month, the U.S. Securities and Exchange Commission (SEC) brought successive actions against two of the world's largest cryptocurrency exchanges – the first blows in what will likely be...more
Public companies should be mindful not to interfere with or retaliate against whistleblowers, and stretching is best reserved for the yoga mat, not the numbers in a company's public disclosures. So says the U.S. Securities...more
6/12/2023
/ Anti-Retaliation Provisions ,
Dodd-Frank ,
Enforcement Actions ,
Publicly-Traded Companies ,
Retaliation ,
Rule 21F-17 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations ,
Severance Agreements ,
Whistleblower Awards ,
Whistleblower Protection Policies ,
Whistleblowers
Ages ago, hieroglyphics were painstakingly etched into stone. They communicated various types of messages, from fables to business transactions, and lasted thousands of years. Today, we still communicate the same type of...more
5/26/2023
/ Broker-Dealer ,
Compliance ,
Data Preservation ,
Department of Justice (DOJ) ,
Discovery ,
Electronic Communications ,
Enforcement Actions ,
Instant Messaging Apps ,
Mobile Devices ,
New Guidance ,
Recordkeeping Requirements ,
Registered Investment Advisors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Recently, the U.S. Supreme Court agreed to revisit one of its most significant rulings affecting administrative rules and regulations by granting cert in the matter Loper Bright Enterprises v. Raimondo. The court's decision...more
5/19/2023
/ Administrative Interpretation ,
Chevron Deference ,
Clean Air Act ,
Congressional Intent ,
Constitutional Challenges ,
Environmental Protection Agency (EPA) ,
Judicial Review ,
Legal History ,
National Marine Fisheries Service ,
NOAA ,
Rulemaking Process ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
U.S. Commerce Department ,
Vessels
The SEC announced on Dec. 7, 2022, a second reopening of the public comment period for its proposed Share Repurchase Disclosure Modernization rule (Rule), first proposed on Dec. 15, 2021. The initial 45-day comment period was...more
SEC Chair Gary Gensler is facing criticism from lawmakers concerned that the agency's "aggressive agenda" is endangering the U.S. securities markets, in part due to challenges the SEC is facing from staffing shortages and...more
Earlier this month at the Securities Enforcement Forum West, SEC Director of Enforcement Gurbir Grewal offered some plainspoken advice to the defense bar: Stop delaying investigations and help build the public's trust in the...more
As a piggyback to our prior posts on the U.S. Securities and Exchange Commission's (SEC) proposed amendments to Form PF (Jan. 21 blog and Jan. 26 blog), we now dig deeper into the Division of Examinations' (EXAMS)1 Jan. 27,...more
As anticipated in an earlier SECond Opinions post, the U.S. Securities and Exchange Commission (SEC) voted 3-1 today to approve proposed amendments to Form Private Fund (PF), a form the commission uses to collect data about...more
Enhanced disclosure requirements may be coming soon for hedge funds and private equity firms. U.S. Securities and Exchange (SEC) Commissioner Chair Gary Gensler said on Jan. 19, 2022, that the regulator will vote next week on...more
On August 19, 2013, the SEC announced that it settled with a hedge fund and its manager (the defendants) and required them to admit wrongdoing. In the consent, the defendants admit to a series of facts, including that the...more