The SEC’s Division of Trading and Markets is seeking a Crypto Specialist to coordinate activities regarding crypto and digital asset securities....more
SEC Chairman Jay Clayton gave his views on appropriate disclosures related to human capital in opening remarks before a meeting of the SEC Investor Advisory Committee....more
The U.S. Supreme Court considered the extent of liability under Rule 10b-5 and other rules of the Securities and Exchange Commission and related statutes in Lorenzo v. Securities and Exchange Commission. The facts of the...more
3/28/2019
/ 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 Fixing America’s Surface Transportation Act, or FAST Act, required the SEC to consider ways to streamline SEC regulations. ...more
William Hinman, Director, SEC Division of Corporation Finance, recently gave his views on sustainability disclosures by public companies, among other topics....more
The SEC’s Division of Investment Management is seeking comment on the application of the Custody Rule to digital assets. ...more
We have been unable to find extensive SEC comments on last year’s first round of pay ratio disclosures. Searches for comment letter responses referring to for “402(u)” or “pay ratio” do not seem to turn up anything of...more
The SEC has proposed new rules that would permit all issuers to solicit investor views about potential offerings at an earlier stage in the offering process than is the case today. ...more
The SEC has proposed new rules that would permit all issuers to solicit investor views about potential offerings to be taken into account at an earlier stage in the process than is the case today....more
2/20/2019
/ Accredited Investors ,
Comment Period ,
Corporate Issuers ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
JOBS Act ,
Proposed Rules ,
Qualified Institutional Buyers ,
Regulation FD ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
SEC Commissioner Hester M. Peirce was awarded the nick name “Crypto Mom” by digital asset aficionados in a previous speech encouraging forward thinking by the SEC in the regulation of tokens and initial coin offerings....more
2/13/2019
/ Bitcoin ,
Cryptocurrency ,
Digital Currency ,
Financial Instruments ,
Financial Markets ,
Financial Transactions ,
Initial Coin Offering (ICOs) ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Token Sales ,
Virtual Currency
In two new Compliance and Disclosure Interpretations (Questions 116.11 and 133.13), the SEC staff provided guidance on disclosure of self-identified specific diversity characteristics of board members and board nominees. ...more
The SEC is conducting market research to determine the availability and technical capability of large and small businesses to provide blockchain data to support the SEC’s efforts to monitor risk, improve compliance, and...more
The SEC announced settled charges against four public companies for failing to maintain internal control over financial reporting, or ICFR, for seven to 10 consecutive annual reporting periods. ...more
As required by the Economic Growth, Regulatory Relied and Consumer Protection Act, the SEC has adopted final rules which will permit public companies to rely on the exemption from registration to offer securities in amounts...more
The SEC brought a settled enforcement action against ADT Inc. because it did not afford equal or greater prominence to comparable GAAP financial measures in two of its earnings releases containing non-GAAP financial...more
The critical audit matter communicated here is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to...more
CoinAlpha Advisors LLC was formed for the purpose of investing in digital assets. From October 2017 through May 2018 CoinAlpha raised approximately $600,000 from 22 investors, residing in at least five U.S. states....more
12/10/2018
/ Accredited Investors ,
Capital Raising ,
Digital Currency ,
Enforcement Actions ,
General Solicitation ,
Investors ,
Public Offerings ,
Regulation D ,
Regulatory Oversight ,
Regulatory Standards ,
Rule 506 Offerings ,
Securities and Exchange Commission (SEC) ,
Unregistered Securities
In SEC v. Blockvest, LLC, the United States District Court for the Southern District of California examined the SEC’s argument for a preliminary injunction halting an initial coin offering, or ICO....more
12/3/2018
/ Cryptocurrency ,
Digital Assets ,
Digital Currency ,
Enforcement Actions ,
Initial Coin Offering (ICOs) ,
Investment Opportunities ,
Preliminary Injunctions ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Token Sales ,
Unregistered Securities
The SEC simultaneously announced a pair of settled enforcement actions related to illegally offered ICOs with extensive remedial provisions to fix the faulty offerings....more
11/19/2018
/ Cryptocurrency ,
Initial Coin Offering (ICOs) ,
Investment ,
Investment Products ,
Offerings ,
Popular ,
Regulatory Oversight ,
Remediation ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Token Sales ,
Trading Platforms ,
Unregistered Securities ,
Virtual Currency
The SEC has approved an amendment to Nasdaq Rule 5635(d) to modify the circumstances in which shareholder approval is required for issuances of securities in private placement transactions....more
In perhaps the fastest moving SEC enforcement action of all time, the SEC charged Elon Musk with securities fraud on September 27, 2018 after settlement agreements reportedly fell apart....more
10/1/2018
/ Automotive Industry ,
Elon Musk ,
Embedded Tweets ,
Enforcement Actions ,
Failure-to-File ,
Internal Controls ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Violations ,
Social Media ,
Tesla ,
Twitter
SEC staff recently issued this Compliance and Disclosure Interpretation:
Question 105.09 -
Question: On August 17, 2018, the SEC adopted amendments to certain disclosure requirements in Securities Act Release No....more
The SEC has adopted amendments to its rules simplify disclosures in filings with the SEC. The amendments eliminate certain...more
We recently noted a shareholder proponent had been making aggressive use of Notices of Exempt Solicitation on EDGAR.
...more
In 2010, the SEC issued a concept release seeking public comment on whether the U.S. proxy system as a whole operates with the accuracy, reliability, transparency, accountability, and integrity that shareholders and companies...more