The U.S. Securities & Exchange Commission ("SEC") recently announced settled charges against an investment adviser for misrepresentations regarding its anti-money laundering ("AML") procedures and compliance failures. As we...more
1/29/2025
/ AML/CFT ,
Anti-Money Laundering ,
Compliance ,
Disclosure Requirements ,
Enforcement Actions ,
Financial Crimes ,
FinCEN ,
Investment Adviser ,
Penalties ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC)
On November 22, 2024, the US Securities and Exchange Commission (SEC) released its enforcement results for fiscal year ("FY") 2024 (October 1, 2023 through September 30, 2024).1 While the next administration's approach to...more
2024 marks the final year of Gary Gensler's term as Chair of the U.S. Securities and Exchange Commission ("SEC"). The Gensler SEC has been aggressive on both the enforcement and rulemaking fronts. In response, the financial...more
12/23/2024
/ Artificial Intelligence ,
Capital Markets ,
Cryptocurrency ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement ,
Enforcement Priorities ,
Financial Markets ,
Fund Managers ,
Gary Gensler ,
Insider Trading ,
Investment Management ,
Machine Learning ,
Pay-To-Play ,
Presidential Nominations ,
Regulatory Agenda ,
Regulatory Requirements ,
Reporting Requirements ,
Rulemaking Process ,
SCOTUS ,
SEC v Jarkesy ,
Securities and Exchange Commission (SEC) ,
Technology Sector ,
Trump Administration ,
Whistleblower Protection Policies
White & Case's Public Company Advisory Group has conducted a survey of publicly filed insider trading policies to assess emerging trends with respect to key insider trading policy terms. Starting with Form 10-K/20-F annual...more
12/12/2024
/ Annual Reports ,
Disclosure Requirements ,
Filing Requirements ,
Form 10-K ,
Form 20-F ,
Insider Trading ,
Policy Terms ,
Regulation S-K ,
Regulatory Requirements ,
Required Documentation ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The U.S. Securities and Exchange Commission's ("SEC") Division of Enforcement has recently brought a spate of enforcement actions relating to key topics for public companies. These include enforcement actions related to...more
Notwithstanding recent reports that the Securities and Exchange Commission (“SEC”) has quietly disbanded its Climate and ESG Task Force,1 and while the SEC’s new climate-related disclosure rules remain stayed,2 the SEC’s...more
On July 18, 2024, a New York federal judge dismissed most of the US Securities and Exchange Commission’s ("SEC") claims against SolarWinds Corp. ("SolarWinds" or the "Company") and its Chief Information Security Officer...more
Over the past few months, the Securities and Exchange Commission (the "SEC") has issued several warnings to companies to ensure accurate disclosure of the role and risks of artificial intelligence ("AI") in their businesses....more
While there are news reports that the U.S. Securities and Exchange Commission ("SEC") is on the verge of issuing new climate related disclosure rules for public companies, the SEC's Director of the Division of Enforcement...more
On October 30, 2023, the US Securities and Exchange Commission ("SEC") announced that it filed charges against SolarWinds Corp. ("SolarWinds" or the "Company") and its Chief Information Security Officer ("CISO") in connection...more
11/15/2023
/ Breach Notification Rule ,
Chief Information Security Officer (CISO) ,
Civil Monetary Penalty ,
Cyber Attacks ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement ,
Fraud ,
Information Technology ,
Initial Public Offering (IPO) ,
Injunctive Relief ,
Insurance Industry ,
Internal Controls ,
Investors ,
Material Misstatements ,
Misleading Statements ,
NIST ,
Omissions ,
Popular ,
Publicly-Traded Companies ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Software ,
Vulnerability Assessments
Recently, the US Securities and Exchange Commission ("SEC" or "the Commission") announced charges against eight celebrities, including Jake Paul, Soulja Boy, Lindsay Lohan, and Ne-Yo for unlawfully touting digital tokens...more
On February 3, 2023, the US Securities and Exchange Commission ("SEC") announced that a public company agreed to pay $35 million to settle charges of, among other things, violations of the whistleblower protection rule.1...more
3/8/2023
/ Confidentiality Agreements ,
Disclosure Requirements ,
Dodd-Frank ,
Employees ,
Enforcement ,
Publicly-Traded Companies ,
Restrictive Covenants ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Whistleblower Protection Policies ,
Whistleblowers
Part I of our two-part Annual Memo series identified important considerations when preparing Annual Reports on Form 10-K in 2023. Part II of this memo below, describes our key considerations for 2023 Annual Meeting Proxy...more
Buyers are scrutinizing everything from an acquisition target’s projected greenhouse gas (GHG) emissions to ways in which a deal may impact their own climate mitigation strategies. In this regard, reliable and verifiable...more
The Annual Report season will soon be upon us, and it is important to assess a company's risk factors at the outset and whether recent developments, including those relating to macroeconomic, geopolitical, and public health...more
11/1/2022
/ Annual Reports ,
Capital Markets ,
Climate Change ,
Coronavirus/COVID-19 ,
Customs and Border Protection ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Global Economy ,
Human Capital ,
Interest Rates ,
Investors ,
Market Conditions ,
Military Conflict ,
Price Inflation ,
Publicly-Traded Companies ,
Risk Factors ,
Russia ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Supply Chain ,
Ukraine ,
Uyghur Forced Labor Prevention Act (UFLPA)
On March 9, 2022, the Securities and Exchange Commission ("SEC") proposed rules that would require public companies to make prescribed cybersecurity disclosures. The proposed rules would "strengthen investors' ability to...more
3/15/2022
/ Broker-Dealer ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Investment Adviser ,
Investment Companies ,
Investors ,
Proposed Rules ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC)
To address what the SEC characterizes as "critical gaps" in its insider trading regime, on December 15, 2021, the Securities and Exchange Commission (the "SEC") voted unanimously to propose amendments to Rule 10b5-1 under the...more
12/23/2021
/ Disclosure Requirements ,
Insider Trading ,
Non-Public Information ,
Proposed Amendments ,
Proposed Rules ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Share Buybacks ,
Stock Repurchases ,
Stocks ,
Trading Plans
Recent warnings from the US Securities and Exchange Commission ("SEC") and the US Congress could translate into more aggressive scrutiny of trading plans adopted pursuant to Rule 10b5-1 of the Securities and Exchange Act of...more