FinCEN is focused on customer due diligence, and both the 2024 Investment Adviser Risk Assessment and proposed rule indicate that investment advisers will be expected to assess customer identity, business model, and sources...more
3/15/2024
/ AML/CFT ,
Anti-Corruption ,
Anti-Money Laundering ,
Bank Secrecy Act ,
Beneficial Owner ,
CDD ,
CFIUS ,
China ,
Customer Identification Program (CIP) ,
Due Diligence ,
Exempt Reporting Advisers (ERAs) ,
Financial Institutions ,
FinCEN ,
Infrastructure ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investors ,
No-Action Letters ,
Popular ,
Private Funds ,
Proposed Rules ,
Risk Assessment ,
Russia ,
Securities and Exchange Commission (SEC) ,
SIFMA ,
Suspicious Activity Reports (SARs) ,
Technology Sector
In recent guidance, the Department of Justice made clear that it will very rarely grant an extension of registrants’ deadline to disclose material cybersecurity incidents under the SEC’s Final Rules.
Under the Securities and...more
1/15/2024
/ Cybersecurity ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Fraud ,
Internal Controls ,
National Security ,
New Rules ,
Popular ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
SolarWinds ,
Vulnerability Assessments
Under the SEC’s rules, public companies that are subject to reporting requirements must promptly disclose material cybersecurity incidents.
The SEC’s Final Rules require public companies to report a material cybersecurity...more
7/31/2023
/ Compliance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Final Rules ,
Investors ,
National Security ,
New Rules ,
Public Safety ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC)
Arguments presented by Coinbase in its answer to SEC charges would, if accepted, potentially deprive the SEC of its most effective tool in regulating digital assets.
The SEC alleges in a Complaint in SDNY that Coinbase...more
7/6/2023
/ Coinbase ,
Contested Proceedings ,
Crypto Exchanges ,
Cryptocurrency ,
Digital Assets ,
Enforcement Actions ,
Howey ,
New Legislation ,
Regulatory Authority ,
SCOTUS ,
Securities Act ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation
The SEC has nearly doubled the size of its Crypto Assets and Cyber Unit and has aggressively pursued cyber-related enforcement actions against public companies and regulated entities.
In a few months the SEC will finalize...more
2/6/2023
/ Cryptoassets ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement ,
Investigations ,
Investment Adviser ,
Popular ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
SolarWinds
On the heels of record-breaking enforcement in 2022, expect continued aggressive pursuit of Chair Gensler’s priorities in 2023.
The SEC will continue to bring its considerable resources to bear to address ESG-related...more
1/30/2023
/ Audits ,
Broker-Dealer ,
Compliance ,
Consumer Protection Act ,
Corporate Counsel ,
Cryptocurrency ,
Cybersecurity ,
Digital Assets ,
Dodd-Frank ,
Enforcement ,
Environmental Social & Governance (ESG) ,
Individual Accountability ,
Insider Trading ,
Investment Adviser ,
Private Funds ,
Proposed Rules ,
Securities ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs) ,
Whistleblowers ,
Willful Misconduct
Continuing instability in the crypto sector highlights the need for clear regulation for efficient development, but how best to regulate is an ongoing debate.
Recent instability in the crypto sector will only intensify the...more
The SEC seeks to regulate trading through internal compliance processes.
The SEC settled insider trading charges in relation to misuse of a Rule 10b5-1 plan established in the name of a British Virgin Islands entity owned...more
1/5/2023
/ 10b5-1 Plans ,
Broker-Dealer ,
BVI Business Companies ,
Cease and Desist Orders ,
CEOs ,
Chief Technology Officer (CTO) ,
Compliance ,
Final Rules ,
Insider Trading ,
MNPI ,
Publicly-Traded Companies ,
Risk Mitigation ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Settlement
Affected individuals should review their 10b5-1 plans and Section 16(a) Reporting practices to ensure they comply with the new regulations.
Directors, officers and other persons (other than issuers) cannot maintain more...more
1/5/2023
/ 10b5-1 Plans ,
Affirmative Defenses ,
Certifications ,
Cooling-Off Rule ,
Disclosure Requirements ,
Insider Trading ,
MNPI ,
New Amendments ,
New Regulations ,
Private Equity Funds ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
As the 118th Congress prepares to take office, those who may be targets of a new congressional agenda emphasizing government investigations should assess and address their vulnerabilities.
Top industry targets for...more
11/21/2022
/ American Rescue Plan Act of 2021 ,
Antitrust Violations ,
CARES Act ,
China ,
Congressional Investigations & Hearings ,
Congressional Oversight ,
Coronavirus/COVID-19 ,
Environmental Social & Governance (ESG) ,
Federal Contractors ,
Financial Services Industry ,
Fraud ,
Government Investigations ,
Policies and Procedures ,
Risk Management ,
Risk Mitigation ,
Supply Chain ,
Technology Sector ,
Vulnerability Assessments
Though ESG has been around for a while, with roots that extend back to the environmental sustainability movement, the script for current ESG litigation and investigations is still being written. ESG efforts have expanded to...more
Rule proposals, if adopted, would more closely align de-SPAC mergers with traditional IPOs with respect to disclosure requirements, marketing practices, and gatekeeper obligations.
Proposed Rules would significantly...more
4/18/2022
/ Conflicts of Interest ,
Disclosure Requirements ,
EGCs ,
Fiduciary Duty ,
Financial Statements ,
Initial Public Offering (IPO) ,
Investment Company Act of 1940 ,
Mergers ,
Proposed Rules ,
PSLRA ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Shareholders ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs)
The SEC’s recent enforcement actions, public statements and proposed rulemaking indicate that cybersecurity will be an area of heightened focus for the Gensler Commission.
New proposed rules would require public companies...more
3/30/2022
/ Broker-Dealer ,
Cybersecurity ,
Data Breach ,
Data Protection ,
Enforcement Actions ,
Investment Adviser ,
National Security ,
Popular ,
Proposed Rules ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
As 2021 comes to a close, Chair Gensler caps an ambitious inaugural year by proposing sweeping changes to the availability of Rule 10b5-1 trading plans.
The proposed amendments—in which all five Commissioners joined—are...more
Department of Justice announces criminal and civil cryptocurrency initiatives as Securities and Exchange Commission Chair Gensler continues to develop the agency’s regulatory and enforcement agenda.
Despite an unsettled...more
12/1/2021
/ Anti-Money Laundering ,
Asset Recovery ,
Cryptocurrency ,
Cybersecurity ,
Department of Justice (DOJ) ,
Digital Assets ,
Enforcement ,
False Claims Act (FCA) ,
Fraud ,
Policies and Procedures ,
Popular ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Senate Banking Committee
As the SEC continues to develop its ESG agenda, a series of recent cases underscores the risk posed by ESG-related litigation.
Although the courts have not been receptive to the most recent round of ESG-related lawsuits,...more
Recent enforcement action could signal expanding the boundaries of misappropriation theory, with significant implications for SEC-regulated entities and other market participants.
With Chair Gensler at the helm, an...more
Chair Gensler’s enforcement agenda begins to take shape as SEC brings sprawling enforcement action against wide range of SPAC participants.
Consistent with prior SEC warnings regarding incentives for Special Purpose...more
7/16/2021
/ Airspace ,
CFIUS ,
Disclosure Requirements ,
Due Diligence ,
Enforcement Actions ,
False Statements ,
Financial Industry Regulatory Authority (FINRA) ,
Initial Public Offering (IPO) ,
Insider Trading ,
Internal Controls ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934
As the Biden Administration commits to crack down on corruption, recent enforcement actions show the DOJ continues a longstanding trend of relying on AML laws and other alternate statutes to prosecute corruption cases, with...more
7/14/2021
/ Anti-Bribery ,
Anti-Corruption ,
Anti-Money Laundering ,
Biden Administration ,
Compliance ,
Corruption ,
Department of Justice (DOJ) ,
Due Diligence ,
Enforcement Actions ,
Foreign Corrupt Practices Act (FCPA) ,
Popular ,
RICO ,
Travel Act ,
Wire Fraud
Market participants must manage risk of competing voices regarding direction of ESG rulemaking and the coming wave of enforcement actions.
The Securities and Exchange Commission’s near-term climate change and board...more
March Madness extends into April as the Commission markedly increases its focus on SPACs.
Surprise pronouncements call into question use of the PSLRA safe harbor for projections and accounting treatment for warrants....more
4/19/2021
/ Corporate Counsel ,
Disclosure Requirements ,
Enforcement Actions ,
Initial Public Offering (IPO) ,
Insider Trading ,
Investors ,
New Guidance ,
Offering Documents ,
Proxy Statements ,
PSLRA ,
Registration Statement ,
Risk Mitigation ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs)
As savvy investigators in Congress and the Biden-Harris Administration prepare for new and expanded government investigations, it is time for potential targets to assess and address their vulnerabilities.
Investigators in...more
1/28/2021
/ Biden Administration ,
CARES Act ,
CFIUS ,
China ,
Coronavirus/COVID-19 ,
Department of Justice (DOJ) ,
Diversity and Inclusion Standards (D&I) ,
Environmental Policies ,
Federal Contractors ,
Financial Services Industry ,
Fraud and Abuse ,
GAO ,
Government Investigations ,
National Security ,
Oversight Committee ,
Pharmaceutical Industry ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
TARP ,
Technology Sector
The incoming Biden team will need to quickly address significant digital asset issues, including a major enforcement action and a significant proposed FinCEN rule initiated in the final days of the outgoing...more
1/25/2021
/ Bank Secrecy Act ,
Biden Administration ,
Digital Assets ,
Dodd-Frank ,
Enforcement Actions ,
FinCEN ,
Money Services Business ,
Notice of Proposed Rulemaking (NOPR) ,
Popular ,
Ripple ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Trump Administration ,
Virtual Currency
A closely divided Congress will limit financial services legislation but Biden appointees in key regulatory positions will have a large impact on the financial services policy agenda.
The Biden administration is likely to...more
12/10/2020
/ Anti-Money Laundering ,
Bank Secrecy Act ,
Biden Administration ,
CFTC ,
Community Reinvestment Act ,
Consumer Financial Protection Bureau (CFPB) ,
Dodd-Frank ,
Economic Growth Regulatory Relief and Consumer Protection Act ,
Fair Lending ,
FDIC ,
Financial Products ,
Financial Services Industry ,
FinTech ,
National Bank Act ,
OCC ,
Popular ,
Proposed Rules ,
Securities and Exchange Commission (SEC) ,
Special Purpose National Bank Charter
Despite turmoil created by the pandemic and the uncertainty created by next week’s election, SEC enforcement remains business as usual.
Over seven months into the pandemic, the SEC has taken substantial measures to adjust...more