On July 18, 2024, U.S. District Judge Paul A. Engelmayer of the Southern District of New York dismissed most of the charges that the Securities and Exchange Commission brought against SolarWinds and its chief information...more
In this midyear update, we cover a number of significant corporate governance developments that have taken place over the first half of the year and since our Corporate Governance 2023 Year-End Review....more
On June 27, 2024, in Securities and Exchange Commission v. Jarkesy, the Supreme Court held that the Securities and Exchange Commission’s (SEC or the Commission) administrative process for adjudicating fraud-based enforcement...more
7/19/2024
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Administrative Law Judge (ALJ) ,
Administrative Proceedings ,
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Securities and Exchange Commission (SEC) ,
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Seventh Amendment
On June 10, 2024, the Supreme Court granted certiorari in Facebook, Inc. v. Amalgamated Bank to review a decision by the Ninth Circuit Court of Appeals holding that Facebook could be held liable under Section 10(b) and Rule...more
On April 5, 2024, a federal jury in San Francisco returned a verdict in favor of the Securities and Exchange Commission (SEC) in Securities and Exchange Commission v. Panuwat. The jury found that a corporate executive had...more
The Fifth Circuit has vacated the opinion we discussed in our Oct. 30, 2023, client alert Diversity in the Boardroom: Fifth Circuit Rejects Challenge to the SEC Nasdaq Board Diversity Rules; En Banc Petition Quickly Filed and...more
In a significant recent decision, Securities and Exchange Commission v. Govil, the Second Circuit substantially narrowed the scope of the Securities and Exchange Commission’s (SEC) disgorgement powers to cases in which the...more
Forum-selection provisions have become an increasingly common tool for managing corporate litigation risks. By including these provisions in their charters or bylaws, corporations can designate an exclusive forum — most...more
The U.S. Court of Appeals for the Fifth Circuit (Court) recently rejected challenges to Nasdaq’s “Board Diversity” framework. Those rules require Nasdaq-listed companies to report that they have, or explain why they do not...more
On Sept. 29, 2023, Southern District of New York Judge Andrew L. Carter issued a decision denying Elon Musk’s motion to dismiss a securities fraud class action brought against him. The gravamen of the claim was that Musk...more
On June 30, 2023, the Supreme Court granted certiorari in Securities and Exchange Commission v. Jarkesy to review a decision by the Fifth Circuit rejecting key aspects of the Securities and Exchange Commission’s (SEC or the...more
7/10/2023
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Administrative Procedure ,
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SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Seventh Amendment
In a recent 6-5 ruling, an en banc panel of the Ninth Circuit affirmed the dismissal of a derivative suit asserting Exchange Act violations against The Gap, Inc. and its directors. The district court had dismissed the suit —...more
In concert with the Department of Justice’s (DOJ) focus on voluntary self-disclosure of corporate misconduct, as well as DOJ’s commitment to addressing sanctions evasion, export control violations and similar economic crimes,...more
On April 14, 2023, the Supreme Court issued a unanimous decision in two related cases, Axon Enterprise, Inc. v. FTC (No. 21-86) and SEC v. Cochran (No. 21-1239), holding that respondents may challenge the constitutionality of...more
On March 30, federal regulators announced that Wells Fargo Bank had entered into settlements in which it agreed to pay $97.8 million in fines for enabling sanctions violations between 2010 and 2015. In two separate...more
Earlier this month, at the American Bar Association’s (ABA) 38th National Institute on White Collar Crime, Deputy Attorney General Lisa O. Monaco and Assistant Attorney General Kenneth A. Polite, Jr. highlighted the...more
Eager to enlist corporations as “allies in [its] fight against crime,” the Department of Justice (DOJ) announced on Tuesday, Jan. 17, 2023, expansions to the Criminal Division’s corporate enforcement policy, now the Criminal...more
On Dec. 5, the Securities and Exchange Commission (SEC) announced that AT&T has agreed to a $6.25 million penalty, resolving charges brought against it under the securities rule known as Regulation Fair Disclosure (Regulation...more
The Ninth Circuit Court of Appeals recently agreed to rehear en banc the dismissal—based on a Delaware exclusive forum selection bylaw provision—of a shareholder derivative suit asserting violations of Section 14(a) of the...more
The Financial Crimes Enforcement Network (FinCEN) of the Treasury Department published on Sept. 30, 2022, final regulations on beneficial ownership information (BOI) reporting requirements intended to enhance the agency’s...more
On Sept. 15, 2022, Deputy Attorney General Lisa Monaco spoke at New York University Law School outlining the U.S. Department of Justice’s (DOJ) priorities and policies on corporate criminal enforcement....more
On Aug. 12, 2022, the Court of Appeals for the Second Circuit issued an important decision regarding the scope of the Foreign Corrupt Practices Act’s (FCPA) application to non-U.S. citizens who are employed by foreign...more
This alert addresses proceedings in two SEC securities enforcement actions emanating out of the Fifth Circuit. Both pose issues relating to the SEC’s power to bring enforcement proceedings in front of in-house administrative...more
As we have previously discussed, Lee v. Robert J. Fisher et al., Case No. 20 Civ. 6163 (N.D. Ca.), is one of a growing number of derivative lawsuits brought against public companies (in this case, The Gap Inc.) alleging...more
On April 28, the Securities and Exchange Commission (SEC) filed a complaint against the Brazilian mining company Vale S.A., alleging that the company made false and misleading statements to investors about the company’s...more