On Friday, September 29, 2023, the Securities and Exchange Commission’s Division of Enforcement (“SEC”) filed a civil complaint in U.S. district court (S.D. Fla., Case No. 1:23-cv- 23723) against two audit firms, Prager Metis...more
10/13/2023
/ Accountants ,
Administrative Procedure Act ,
Audits ,
Code of Federal Regulations (CFR) ,
Disgorgement ,
Financial Reporting ,
Indemnification Clauses ,
Misrepresentation ,
Permanent Injunctions ,
Securities and Exchange Commission (SEC) ,
Unjust Enrichment
INTRODUCTION-
This article is the sixth in a series that explains how the SEC has structured a campaign to suppress and eradicate cryptocurrency and digital tokens, why the SEC lacks jurisdiction over creators of...more
6/14/2023
/ Asset Purchaser ,
Balance Sheets ,
Cryptocurrency ,
Digital Assets ,
Enforcement Actions ,
Financial Transactions ,
GAAP ,
Investment Contract ,
Liability ,
Non-Fungible Tokens (NFTs) ,
Purchasers ,
Sales Contracts ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Token Sales ,
Unregistered Securities
Startup company employees, many in the tech world, need to be aware of a model that financiers and insiders of (typically Delaware) business corporations use to misappropriate contributions employees have made, in the form of...more
4/24/2023
/ Capital Raising ,
Common Stock ,
Compensation ,
Employee Stock Purchase Plans ,
Initial Public Offering (IPO) ,
Investment ,
Liquidation ,
Misappropriation ,
Popular ,
Private Equity ,
Private Sales ,
Research and Development ,
Skilled Laborers ,
Startups ,
Stockholder Agreements
The U.S. government’s criminal and civil actions against Samuel Bankman-Fried (“SBF”) reveal a novel coordination and collaboration among three government agencies and use of various jurisdictional bases and anti-fraud...more
This article is the fifth in a multi-part series in which we explain how the SEC has structured its anti-cryptocurrency campaign, why the SEC has over-reached its regulatory authority in attacking the creators of digital...more
4/4/2022
/ Bitcoin ,
Blockchain ,
Cryptocurrency ,
Digital Currency ,
Financial Instruments ,
Financial Markets ,
Howey ,
Investment Contract ,
Investment Opportunities ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Token Sales ,
Unregistered Securities
Introduction - On July 13, 2021, the Securities and Exchange Commission (“SEC”) brought a settled administrative proceeding alleging fraud against a special purpose acquisition company (“SPAC”) and its targeted acquisition...more
The Origins of the Enterprise Concept - Introduction - This is the fourth article in a series that examines how the Securities and Exchange Commission (“SEC”) has expanded its statutorily limited jurisdiction to suppress...more
What Do We Mean by Private Digital Money? Introduction - This article is the third in a multi-part series that explains how the SEC has structured its anti-cryptocurrency campaign and over-reached its regulatory authority in...more
Origins of Cryptocurrency Prohibition - Introduction - This is Part II of a series of articles that addresses the Securities and Exchange Commission (“SEC”)’s suppression of cryptocurrency, or what we call private digital...more
This is the first article in a nine-part series that addresses the SEC’s unlawful suppression of new cryptocurrencies. Introduction - In 2017, the U.S. Securities and Exchange Commission (“SEC”) established an agency-wide...more
3/24/2021
/ Anti-Corruption ,
Banking Sector ,
Bonds ,
Borrowers ,
Cryptocurrency ,
Digital Assets ,
Enforcement ,
Initial Coin Offering (ICOs) ,
Investors ,
Popular ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Stocks
Introduction - Pleading requirements in federal courts, particularly in securities class action cases, have become increasingly difficult, if not impossible, to satisfy....more
An appellate court upheld a judgment that clever omissions from statements made by a corporate officer constituted securities fraud. On January 22, 2021, the U.S. Court of Appeals for the First Circuit in Boston,...more
Tucked into the 2021 National Defense Authorization Act (NDAA) passed over a presidential veto on January 1, 2021, on page 1,238 of the 1,480-page bill, was a modification to the Securities Exchange Act of 1934 (Exchange Act)...more
On Friday, November 13, 2020, the U.S. Securities and Exchange Commission (“SEC” or “Agency”) followed up its February 2020 action against Wells Fargo & Co. (“Wells Fargo”) with actions against two senior officers—former...more
11/19/2020
/ Banking Sector ,
Cease and Desist Orders ,
Consent ,
Department of Justice (DOJ) ,
Fraud ,
Government Investigations ,
Investors ,
Penalties ,
Securities and Exchange Commission (SEC) ,
Settlement ,
Shareholders ,
Wells Fargo
On July 14, 2020, in the case of United States v. Bank, the U.S. Court of Appeals for the Fourth Circuit answered its own rhetorical question: “[W]hether disgorgement ordered in a civil [SEC] proceeding constitutes a...more
On June 22, 2020, the U.S. Supreme Court published its decision in Liu v. Securities and Exchange Commission, confirming the SEC’s authority to seek disgorgement from federal courts in enforcement actions. This was an...more
6/25/2020
/ 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)
Introduction - The U.S. Securities and Exchange Commission (“SEC”) recently filed a case alleging violations of the anti-bribery provisions of U.S. securities laws that raises more questions than it answers. As most...more
The novel coronavirus (COVID-19) pandemic has significantly disrupted businesses and markets, including securities markets. The pandemic’s emerging impact on the operations of public companies has prompted the Division of...more
Financial Industry Regulatory Authority (FINRA) is the primary broker-dealer self-regulatory organization in the United States and also operates the largest alternative dispute resolution forum for disputes between...more
Note: This Client Alert updates a Client Alert AGG’s Securities Enforcement Group issued in June 2019.
The U.S. Court of Appeals for the Second Circuit has before it an appeal from a consolidated action that challenges...more
On March 3, 2020, the U.S. Supreme Court will consider whether the Securities and Exchange Commission (SEC) has authority to obtain, through the federal courts, disgorgement of ill-gotten gains against defendants who have...more