SEC Rule 10b5-1 plans have long provided an effective means for corporate insiders to buy and sell their own company’s securities without fear of civil or criminal insider trading liability, but these plans have come under...more
6/25/2021
/ Administrative Orders ,
Disclosure Requirements ,
EDGAR ,
Enforcement Actions ,
Good Faith ,
Insider Trading ,
Internal Controls ,
Proposed Legislation ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Trading Plans ,
Transparency
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)
The global COVID-19 pandemic, severe weather events, and the social unrest unleashed in the United States over the past year have amplified the role of Environmental, Social and Governance (“ESG”) as a driving factor in...more
The legitimacy and scope of the SEC’s “disgorgement” remedy have been the focus of increasing scrutiny for the better part of the past decade. Among other things, two Supreme Court decisions in the past four years placed...more
2/4/2021
/ Appropriation ,
Disgorgement ,
Investors ,
Kokesh v SEC ,
Liu v Securities and Exchange Commission ,
NDAA ,
Popular ,
Sarbanes-Oxley ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Statute of Limitations
On October 15, 2020, the Securities and Exchange Commission issued a settled administrative order charging Andeavor LLC with failing to devise and maintain adequate internal controls surrounding its buyback of company stock...more
12/17/2020
/ Accounting Controls ,
Administrative Orders ,
Buyback Programs ,
Cease and Desist Orders ,
Civil Monetary Penalty ,
Enforcement Actions ,
Foreign Corrupt Practices Act (FCPA) ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stocks
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)
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
We live in a social media age where even foreign policy is announced via Twitter with ease and speed. But recent events serve as a reminder to public companies that the federal securities laws operate as an important...more
The dramatic shifts in the investment landscape—from individual to institutional shareholders and from actively managed funds to indices—have put pressure on boards to strengthen governance and oversight practices. On July...more
Over the last year, there has been a steady drumbeat of allegations of workplace sexual against dozens of prominent figures from media, politics, and business. A wide range of companies have seen top executives resign in the...more
In recent years, the U.S. Securities and Exchange Commission’s Office of Inspections and Examinations (“OCIE”) has prioritized, in its examinations, the review of the fee billing and expense practices of investment advisers....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
SEC Chairman Jay Clayton has issued a broad warning to companies and individuals trying to “cash in” on the market frenzy surrounding Bitcoin and other cryptocurrencies. His prepared remarks at the Securities Regulation...more
Although the markets happily march to new heights under the current administration’s promises of fewer regulations and the prospect of imminent tax reform, no one should approach this year’s holiday season with a relaxed...more