On June 27, 2024, the U.S. Supreme Court issued its opinion in Securities and Exchange Commission v. Jarkesy. By a 6-3 vote, the Supreme Court affirmed the Fifth Circuit’s ruling, holding that the Seventh Amendment prohibits...more
7/5/2024
/ Administrative Agencies ,
Administrative Law Judge (ALJ) ,
FDIC ,
Financial Services Industry ,
NCUA ,
OCC ,
PCAOB ,
Regulatory Authority ,
SEC v Jarkesy ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Seventh Amendment
The SEC and FinCEN Request Comments on their Proposed Rule on Customer Identification Programs for Registered Investment Advisers and Exempt Reporting Advisers -
The Securities and Exchange Commission (“SEC”) and the...more
5/24/2024
/ AML/CFT ,
Bank Secrecy Act ,
Customer Due Diligence (CDD) ,
Customer Identification Program (CIP) ,
Exempt Reporting Advisers (ERAs) ,
Financial Institutions ,
FinCEN ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Notice of Proposed Rulemaking (NOPR) ,
Popular ,
Recordkeeping Requirements ,
Securities and Exchange Commission (SEC)
Section 3(a)(5) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”) defines a “dealer” as “any person engaged in the business of buying and selling securities […] for such person’s own account...more
Financial Industry Regulatory Authority (“FINRA”) supervisory control rules require each securities broker-dealer that is a member of FINRA to categorize every location from which the business of the broker-dealer is...more
On April 4, 2023, the U.S. Securities and Exchange Commission (“SEC”) filed suit against Charlie Javice, the 31-year-old founder of Frank, a student loan and financial aid assistance company. That same day, the U.S....more
5/31/2023
/ Bank Fraud ,
Department of Justice (DOJ) ,
Enforcement ,
Financial Aid ,
Penalties ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Student Loans ,
Willful Misconduct ,
Wire Fraud
On March 3, 2021, the SEC’s Division of Examinations (“Division” or “EXAMS”) published its annual Examination Priorities Report, which identified eight primary areas of focus for Fiscal Year 2021. While many of these...more
4/1/2021
/ Anti-Money Laundering ,
Broker-Dealer ,
Coronavirus/COVID-19 ,
Digital Assets ,
Environmental Social & Governance (ESG) ,
FinTech ,
Fraud ,
Information Security ,
Investment Adviser ,
Libor ,
Market Infrastructure ,
Regulation Best Interest ,
Retail Investors ,
Securities and Exchange Commission (SEC)
On February 16, 2021, the SEC filed a litigated civil complaint in the Southern District of New York against Morningstar Credit Ratings LLC, a former Nationally Recognized Statistical Rating Organization (“NRSRO”) alleging...more
3/18/2021
/ Civil Monetary Penalty ,
CMBS ,
Credit Ratings ,
Disclosure Requirements ,
Disgorgement ,
Enforcement Actions ,
Injunctive Relief ,
Internal Controls ,
NRSRO ,
Policies and Procedures ,
Rating Agencies ,
Securities and Exchange Commission (SEC)
SEC Enforcement and Exams Likely to Focus More on Private Funds in the New Administration -
For the next several weeks and months, intense focus will be trained on determining the priorities of the Biden administration. We...more
2/2/2021
/ Annual Reports ,
Biden Administration ,
Confidential Information ,
Conflicts of Interest ,
Coronavirus/COVID-19 ,
Cybersecurity ,
EBITDA ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Fees ,
Investigations ,
Investment Adviser ,
Investment Companies ,
Private Funds ,
Ransomware ,
Risk Alert
On October 27, 2020, a U.S.-based producer and distiller of beverages, Beam Suntory, Inc. (“Beam” or “the Company”), agreed to pay a penalty of nearly $20 million dollars to resolve a Department of Justice investigation into...more
Thwarting the financial exploitation of seniors and other vulnerable investors has been an increasing focus of several financial regulators in recent years, including the Financial Industry Regulatory Authority (“FINRA”). In...more
The Securities and Exchange Commission (“SEC”) last week published its observations from the first five months operating the SEC’s national examination program during the ongoing COVID-19 pandemic. This is the latest...more
8/19/2020
/ Broker-Dealer ,
Business Continuity Plans ,
CARES Act ,
Compliance ,
Conflicts of Interest ,
Coronavirus/COVID-19 ,
Cybersecurity ,
Data Privacy ,
Investment Fraud ,
Investors ,
OCIE ,
Securities and Exchange Commission (SEC)
On June 23, 2020, the SEC’s Office of Compliance Inspections and Examinations (“OCIE”) published a Risk Alert, Observations from Examinations of Investment Advisers Managing Private Funds (the “Risk Alert”), detailing their...more
On June 22, 2020, in Liu v. SEC, the Supreme Court held in an 8-1 decision that the SEC is authorized under 15 U.S.C. § 78u(d)(5) (2015) to seek disgorgement as “equitable relief” in district court actions, as long as the...more
7/13/2020
/ 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)
On January 7, 2020, the Securities and Exchange Commission (“SEC”) issued its 2020 Examination Priorities, a yearly publication highlighting new and existing areas of focus for the Office of Compliance Inspections and...more
1/16/2020
/ Anti-Money Laundering ,
Broker-Dealer ,
Cybersecurity ,
Financial Industry Regulatory Authority (FINRA) ,
FinTech ,
Form CRS ,
Investment Adviser ,
OCIE ,
Regulation Best Interest ,
Retail Investors ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Standard of Care
The panels were moderated by partners Sally Yates from the firm’s Atlanta office and Michael Urschel from the firm’s New York office. Following the panels, the firm hosted a networking reception.
...more
It’s been nearly five months since the Securities and Exchange Commission (“SEC”) approved Regulation Best Interest: The Broker-Dealer Standard of Conduct (“Reg BI”). As discussed in our June 27, 2019 Client Alert, Reg BI...more
11/1/2019
/ Broker-Dealer ,
Fiduciary Duty ,
Financial Industry Regulatory Authority (FINRA) ,
Form CRS ,
Investment Adviser ,
Investment Management ,
Investors ,
Legislative Agendas ,
Regulation Best Interest ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Securities Transactions ,
Standard of Conduct
The United States Securities and Exchange Commission wrapped up its fiscal year on September 30, 2019 with a flurry of enforcement actions filed in the final weeks of the month. These cases will provide fodder for analysis...more
10/11/2019
/ Accounting Controls ,
CEOs ,
Corporate Structures ,
Disclosure Requirements ,
Enforcement Actions ,
Executive Compensation ,
False Claims Act (FCA) ,
Financial Reporting ,
GAAP ,
Misleading Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Settlement Agreements
In June 2017, the Supreme Court held in Kokesh v. SEC that SEC disgorgement is a penalty, rather than an equitable remedy, and thus subject to the five-year statute of limitations codified in 28 U.S.C. § 2462. More than two...more
9/17/2019
/ Commercial Insurance Policies ,
Criminal Prosecution ,
Disgorgement ,
Enforcement Actions ,
Enforcement Authority ,
Indemnification ,
Kokesh v SEC ,
Penalties ,
Popular ,
Securities and Exchange Commission (SEC) ,
Statute of Limitations
On March 27, 2019, the U.S. Supreme Court issued its decision in Lorenzo v. SEC,[i] affirming the expansive view of the U.S. Securities and Exchange Commission (“SEC” or “Commission”) that, under the right circumstances,...more
4/5/2019
/ Appeals ,
Corporate Officers ,
Directors ,
Enforcement Actions ,
False Statements ,
Fines ,
Intent to Defraud ,
Investment Banks ,
Janus Capital Group Inc v First Derivative Traders ,
Lorenzo v SEC ,
Material Dissemination ,
Misleading Statements ,
Publicly-Traded Companies ,
Reaffirmation ,
Rule 10b-5 ,
Scienter ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations ,
Suspensions
In the wake of the Supreme Court’s unanimous decision in Kokesh v. SEC, which defined disgorgement as a penalty subject to the five-year statute of limitations, we observed that the decision was likely to have far-reaching...more
A summer of Securities and Exchange Commission settlements involving registered broker-dealers and investment advisers demonstrates that the SEC remains firmly committed to regulating the conduct of these firms. These...more
On February 21, 2018, the Securities and Exchange Commission (“SEC”) published interpretive guidance on public company cybersecurity disclosures. While the new guidance confirms the SEC’s intensified focus on cybersecurity...more
In early 2018 both the SEC’s Office of Compliance Inspections and Examinations (“OCIE”) and FINRA announced their examination priorities for 2018.
As in previous years, both OCIE and FINRA share many examination priorities...more
EXECUTIVE SUMMARY –
Following testimony February 6th before the U.S. Senate, as well as a series of recent enforcement actions, it is clear that both the SEC and CFTC are picking up steam in their efforts to command a...more
Attorney-Client Privilege and Corporate E-Mail: Navigating the Morass of Personal Communications in Investigations -
Internal investigations are an important process for identifying potential wrongdoing by agents of a...more