On Oct. 22, 2024, the Securities and Exchange Commission announced that it charged four technology companies with making materially misleading disclosures about the effect the SolarWinds cyberattack had on these issuers. To...more
In this quarterly update, we review the latest developments in three subjects salient to corporate use of artificial intelligence (AI). First, we discuss the risks associated with AI, the case for board oversight and how the...more
9/27/2024
/ Algorithms ,
Artificial Intelligence ,
Board of Directors ,
Copyright ,
Copyright Infringement ,
Federal Trade Commission (FTC) ,
Innovative Technology ,
Intellectual Property Protection ,
Machine Learning ,
Patents ,
Popular ,
Technology Sector ,
Trademarks
The public and private focus on corporate governance continued apace in the first half of 2023. In recent months, there were notable developments in jurisprudence potentially impacting corporate diversity initiatives and in...more
7/12/2023
/ 10b5-1 Plans ,
Civil Rights Act ,
Corporate Governance ,
Cybersecurity ,
Data Breach ,
Department of Justice (DOJ) ,
Export Administration Regulations (EAR) ,
Fourteenth Amendment ,
Popular ,
Sanction Violations ,
Section 11 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Title VI ,
Wells Fargo
The Securities and Exchange Commission (SEC) recently entered into a consent order with IT services company DXC Technology (DXC) with respect to DXC’s alleged violations of the Securities Act and the Exchange Act. The SEC...more
On March 15, 2023, the Securities and Exchange Commission (SEC) proposed three rule changes that demonstrate its continued focus on cybersecurity. One of these proposals, and the only one to be unanimously approved (the...more
In an era of increasing cyberattacks by varying threat actors, the board's oversight of cybersecurity risks remains a key responsibility. In two recent cases, the Delaware Court of Chancery (Chancery Court) dismissed Caremark...more
The year 2022 saw a groundswell of interest in privacy rights and related legislation. Five states enacted new laws or regulations aimed at protecting a general right to privacy, while the U.S. government came closer than...more
1/24/2023
/ Corporate Counsel ,
Cybersecurity ,
Data Privacy ,
Data Protection ,
Data Security ,
Federal Trade Commission (FTC) ,
FinCEN ,
NYDFS ,
Popular ,
Risk Management ,
Russia ,
Securities and Exchange Commission (SEC)
Since Kramer Levin issued its Corporate Governance: 2022 Midyear Review, a wave of enforcement actions by the Department of Justice (DOJ) and Securities and Exchange Commission (SEC) has underscored the continued importance...more
On Dec. 8, 2022, the Securities and Exchange Commission’s (SEC) Division of Corporate Finance (the Division) posted a sample comment letter (the Letter) on its website that provides guidance to public companies regarding the...more
The first half of 2022 illuminated important trends in the corporate governance space. In recent months, there were notable developments in the enforcement of economic sanctions and export control measures, and the oversight...more
7/5/2022
/ California ,
Corporate Counsel ,
Corporate Governance ,
Cryptocurrency ,
Cybersecurity ,
Department of Justice (DOJ) ,
Environmental Social & Governance (ESG) ,
Equal Protection ,
Export Controls ,
Popular ,
Proxy Season ,
Securities and Exchange Commission (SEC) ,
State Constitutions ,
White Collar Crimes
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
On March 15, 2022, President Joe Biden signed the Cyber Incident Reporting for Critical Infrastructure Act (the Act) into law as part of the $1.5 trillion fiscal 2022 omnibus spending package. The Act will create a mandatory...more
On May 22, Judge Gardephe granted a motion to dismiss in Kirschner v. JPMorgan Chase Bank, N.A., a case that, among other things, considered whether the origination and distribution of a syndicated bank loan is subject to...more
5/28/2020
/ Blue Sky Laws ,
Breach of Contract ,
Breach of Duty ,
Covenant of Good Faith and Fair Dealing ,
Department of Justice (DOJ) ,
False Claims Act (FCA) ,
Fiduciary Duty ,
Investment Management ,
JPMorgan Chase ,
Material Misstatements ,
Negligent Misrepresentation ,
Omissions ,
Popular ,
Securities Regulation ,
Securities Violations ,
Syndicated Loans
On Feb. 19, 2020, the SEC announced charges against Diageo plc, an alcoholic beverages company, arising out of its failure to make required disclosures of known trends with respect to alleged unsustainable overshipments of...more
2/27/2020
/ Beverage Manufacturers ,
Disclosure Requirements ,
Distributors ,
Enforcement Actions ,
Failure To Disclose ,
Financial Markets ,
Financial Statements ,
Inventory ,
MD&A Statements ,
Overstatement of Basis ,
Penalties ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Supply and Demand ,
Target Amounts ,
Wine & Alcohol
On Dec. 19, 2019, the Division of Corporation Finance of the SEC updated its guidance with respect to the SEC’s procedures for confidential treatment applications (CTAs). In April 2019, the SEC adopted a streamlined procedure...more
1/3/2020
/ Confidential Information ,
Disclosure Requirements ,
EDGAR ,
Exemptions ,
Filing Requirements ,
FOIA ,
New Guidance ,
Popular ,
Publicly-Traded Companies ,
Redacted Documents ,
Regulation S-K ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation