Courts from the United States Supreme Court on down have long grappled with what, precisely, constitutes “scheme liability” under the federal securities laws, and to what extent a scheme can be based solely on false or...more
In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary sources....more
7/11/2022
/ Audits ,
Broker-Dealer ,
CEOs ,
CFOs ,
Charles Schwab ,
Clawbacks ,
Corporate Counsel ,
CPAs ,
Enforcement Actions ,
Ethics ,
Hidden Fees ,
Regulation BI ,
Robo-Advisors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Whistleblower Protection Policies
In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources....more
6/7/2022
/ Administrative Law Judge (ALJ) ,
Corporate Counsel ,
Cryptoassets ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Investigations ,
Investment Adviser ,
NVIDIA ,
Popular ,
SCOTUS ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Task Force on Climate-related Financial Disclosures (TCFD)
Determining whether and when to disclose an SEC investigation is a challenging judgment call for many public companies. This decision often turns on many factors, including the nature, scope, stage, and subject matter of the...more
On May 18, 2022, the U.S. Court of Appeals for the Fifth Circuit in Jarkesy v. SEC issued a scathing rebuke of the Securities and Exchange Commission’s (“SEC”) use of administrative law judges (“ALJ”)....more
In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources....more
On March 30, 2022, the U.S. Securities and Exchange Commission (SEC) proposed new rules and amendments relating to special purpose acquisition companies (SPACs). The SEC indicated these proposals are meant to enhance...more
4/11/2022
/ Corporate Counsel ,
Disclosure Requirements ,
Financial Statements ,
GAAP ,
Initial Public Offering (IPO) ,
Investment Company Act of 1940 ,
Proposed Amendments ,
PSLRA ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs)
As a fitting cap to a busy month, on March 30, the SEC Division of Examinations announced its 2022 Examination Priorities. These priorities are consistent with the recent activities of the SEC more generally, as exemplified...more
4/6/2022
/ Chief Compliance Officers ,
Cybersecurity ,
Digital Assets ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Industry Regulatory Authority (FINRA) ,
Investment Company Act of 1940 ,
Investors ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs)
In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. This has...more
In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important and interesting SEC enforcement developments from the past month, with links to primary...more
2/3/2022
/ Aiding and Abetting ,
CEOs ,
CFOs ,
Compliance ,
Corporate Counsel ,
Insider Trading ,
Internal Investigations ,
MNPI ,
Remediation ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On December 15, 2021, the U.S. Securities and Exchange Commission (the SEC) proposed amendments to the affirmative defense in Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and...more
12/17/2021
/ 10b5-1 Plans ,
Cooling-Off Rule ,
Corporate Governance ,
Disclosure Requirements ,
Gary Gensler ,
Good Faith ,
Insider Trading ,
Proposed Amendments ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
Over the past year, the use of Special Purpose Acquisition Companies, or SPACs, to go public has skyrocketed. As The Wall Street Journal explained, “With interest rates on the floor and investors chasing young companies, this...more
On May 4, 2020, the Securities and Exchange Commission (SEC) announced that it was providing temporary, conditional relief to established small businesses impacted by COVID-19 that will facilitate their ability to pursue...more
The coronavirus crisis has had a devastating impact on economic activity across a variety of sectors and geographic areas, and companies have already begun to look to their insurers for coverage of losses arising out of the...more
Coronavirus–related litigation has already begun, and private and public investigations and litigation exploring the financial harm suffered by myriad companies and investors across many industries are likely to multiply...more
The profound impact of the coronavirus on all kinds of businesses raises important coverage questions for insurers and insureds alike. Time—and, surely, litigation—will tell where many coverage disputes will end, but there...more
On March 23, 2020, the SEC’s Office of Compliance Inspections and Examinations (OCIE) announced that it will conduct its examinations of SEC registrants through correspondence, unless it is absolutely necessary to be on-site....more
On November 1, 2019, the United States Supreme Court granted a writ of certiorari in Liu v. SEC, No. 18-1501, to address whether the Securities and Exchange Commission may obtain disgorgement in civil injunctive actions filed...more
On March 27, 2019, in Lorenzo v. U.S. Securities and Exchange Commission, the U.S. Supreme Court clarified that the types of conduct that violate the three subsections of SEC Rule 10b-5 are not mutually exclusive. The court...more
4/2/2019
/ Appeals ,
Enforcement Actions ,
False Statements ,
Fines ,
Intent to Defraud ,
Investment Banks ,
Lorenzo v SEC ,
Material Dissemination ,
Misleading Statements ,
Reaffirmation ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Suspensions
The end of 2018 was notable for two SEC enforcement actions against private equity fund managers for violations of the Investment Advisers Act of 1940 arising from improper allocations of expenses, undisclosed conflicts of...more
LOOKING BACK -
“The crime of insider trading is a straightforward concept that some courts have somehow managed to complicate.” So lamented United States District Court Judge Jed Rakoff in December 2018. His unorthodox...more
The Securities and Exchange Commission’s October 16, 2018 Section 21(a) report focusing on public companies victimized by cyber-related attacks underscores the importance of devising and implementing proper internal...more
In a recently settled enforcement matter, the SEC imposed a $1 million penalty on an investment adviser based on findings that the adviser violated the Investment Advisers Act of 1940 (the “Advisers Act”) and caused...more
In Lucia v. U.S. Securities and Exchange Commission, Justice Elena Kagan, writing for a six-justice majority, presents the U.S. Supreme Court’s decision as both narrow and uncomplicated. “The sole question” the court chose to...more
6/27/2018
/ Administrative Agencies ,
Administrative Law Judge (ALJ) ,
Administrative Proceedings ,
Appeals ,
Appointments Clause ,
Constitutional Challenges ,
Enforcement Actions ,
Final Written Decisions ,
Lucia v SEC ,
Officers of the United States ,
Remand ,
Reversal ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Special Trial Judges (STJs)
The Supreme Court’s Decision -
On June 11, 2018, the Supreme Court (Ginsburg, J.) held in China Agritech, Inc. v. Resh, et al. that individuals seeking to file class action complaints do not benefit from American Pipe...more
6/13/2018
/ Appeals ,
China Agritech Inc v Resh ,
Class Action ,
Class Certification ,
Class Members ,
Equitable Tolling ,
FRCP 23 ,
Putative Class Actions ,
Reversal ,
SCOTUS ,
Securities Fraud ,
Statute of Limitations ,
Subsequent Litigation