On March 27, 2023, the SEC’s Division of Examinations (the “Division”) issued a Risk Alert on its observations from examinations of newly-registered advisers. The Division focused on whether newly-registered advisers...more
Rule 606: EXAMS – the Division of Examinations – published a Risk Alert on November 10, 2022, providing its Observations Related to Regulation NMS Rule 606 Disclosures. That Rule requires broker-dealers to provide enhanced...more
The Division of Examinations issued a Risk Alert on September 19, 2022 focused on Advisers Act Rule 206(4)-1, the Advertising Rule, adopted on December 22, 2020. The Rule becomes effective on November 4, 2022....more
9/23/2022
/ Advertising ,
Compliance ,
Disclosure Requirements ,
Effective Date ,
Form ADV ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Marketing ,
New Rules ,
Policies and Procedures ,
Risk Alert ,
Securities and Exchange Commission (SEC)
The Commission’s rule writing calendar may be about to have a meltdown. The agency is considering a number of significant rule writing-proposals covering important areas. A number of those proposals are controversial,...more
6/17/2022
/ Best Execution ,
Broker-Dealer ,
Capital Markets ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Equity Markets ,
Financial Industry Regulatory Authority (FINRA) ,
MSRB ,
Publicly-Traded Companies ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Technology ,
Transparency
Climate and ESG have become key topics of conversation at the SEC. The Commission’s publication of proposed rules for public companies which would require that certain climate related information be disclosed by issuers...more
Cybersecurity and the related disclosures can be critical issues for any company in today’s environment. This question is at the center of a recent decision by the Fourth Circuit Court of Appeals....more
4/28/2022
/ Corporate Counsel ,
Corporate Governance ,
Cybersecurity ,
Data Privacy ,
Data Protection ,
Disclosure Requirements ,
Dismissal With Prejudice ,
False Statements ,
Marriott ,
Personal Data ,
Popular ,
Rule 10(b) ,
Securities Exchange Act
SPACs are popular investment vehicles. The number of IPOs involving these investment vehicles has increased significantly in recent years. For example, from 2019 to 2021, the number has increased by about a factor of 10....more
Last week new enforcement director Gurbir Grewal made his first public remarks at PLI’s SEC Speaks 2021 (October 13, 2021). Mr. Grewal is the former Attorney General of New Jersey....more
Companies based in China have long sought to list their shares for trading on U.S. markets. The reason is clear - the U.S. markets are deep, liquid and the envy of the world....more
Climate change and ESG are topics that have been repeatedly addressed by regulators around the world. The Securities and Futures Commission of Hong Kong and the Monetary Authority of Singapore, for example, have repeatedly...more
Climate is a topic that has gone from largely ignored to most talked about by the Commission. Recently, for example, the SEC hired a climate expert to serve on the senior staff....more
Environmental issues; climate change; and environmental, social and governance issues or ESG. These issues are all the talk, at least since the Biden administration came to Washington and took over....more
Climate change is an often talked about issue. Some firmly believe in it; others do not. Regardless of your view, there is a significant quantum of information available on the subject....more
2/24/2021
/ CFTC ,
Climate Change ,
Disclosure Requirements ,
Environmental Policies ,
Financial Reporting ,
Global Marketplace ,
Hong Kong ,
IFRS ,
IOSCO ,
New Zealand ,
Publicly Accessible Data ,
Securities and Exchange Commission (SEC) ,
UK
Climate change, global warming and similar subjects are the daily grist of the news. The Washington Post reported recently, for example, that huge quantities of ice are melting at an alarming rate....more
2/3/2021
/ Biden Administration ,
CFTC ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
MD&A Statements ,
Popular ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
The fourth quarter of calendar year 2020 continued trends evidenced in the third quarter of the year, although far fewer cases were initiated. There were actions brought in a number of key areas such as offering fraud cases,...more
The Division of Enforcement published its 2020 Annual Report on November 2, 2020 (here). The Report contains the now familiar sections: A Message from the Director keyed to highlights; a review and discussion of key areas of...more
11/9/2020
/ Annual Reports ,
Corporate Counsel ,
Disclosure Requirements ,
Enforcement Actions ,
Enforcement Statistics ,
Financial Fraud ,
Foreign Corrupt Practices Act (FCPA) ,
Investors ,
Securities and Exchange Commission (SEC) ,
Securities Tokens ,
Unregistered Securities
Climate change poses a major risk to the stability of the U.S. financial system and to its ability to sustain the American economy...A major concern for regulators is what we don’t know. This is the message of a report titled...more
Inspections for compliance with Form CRS and its rules will begin after the June 30, 2020 filing date, according to an OCIE Risk Alert dated April 7, 2020. The Alert identifies key areas the staff will be examining regarding...more
On March 13, 2020, the Securities and Exchange Commission (SEC), indicating that it is closely monitoring the impact of coronavirus on investors, funds and advisers, announced regulatory relief for funds and investment...more
3/16/2020
/ Annual Meeting ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Investment Adviser ,
Investment Company Act of 1940 ,
Investment Funds ,
Registered Investment Companies (RICs) ,
Relief Measures ,
Securities and Exchange Commission (SEC) ,
Virtual Meetings
Regulation Fair Disclosure was passed in 2002 to fill what many saw as a regulatory gap – the selective disclosure of material non-public information by issuers. Essentially the Regulation – now known as Reg FD – requires a...more
8/28/2019
/ Disclosure Requirements ,
Enforcement Actions ,
FDA Approval ,
Food and Drug Administration (FDA) ,
Form 8-K ,
Material Nonpublic Information ,
Non-Public Information ,
Pharmaceutical Industry ,
Publicly-Traded Companies ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
Securities Violations
The SEC’s Division of Enforcement announced a new cooperation initiative addressed to investment advisers who have failed to disclose conflicts arising from the receipt of 12b-1 fees from mutual funds. In essence, the...more
2/14/2018
/ 12b-1 plan ,
Broker-Dealer ,
Disclosure Requirements ,
Enforcement Actions ,
Examination Priorities ,
Financial Institutions ,
Investment Adviser ,
Mutual Funds ,
Policies and Procedures ,
Securities and Exchange Commission (SEC) ,
Self-Reporting ,
Share Classes
The U.S. Supreme Court will resolve a critical question governing the scope of liability in securities fraud cases which has split the circuit courts to date. The case, Leidos Inc. v. Indiana Public Retirement System, No....more
3/30/2017
/ Disclosure Requirements ,
Failure To State A Claim ,
Kickbacks ,
Leidos Inc v Indiana Public Retirement System ,
Money Laundering ,
Omissions ,
Pleading Standards ,
Prime Contractor ,
PSLRA ,
Regulation S-K ,
Reversal ,
Rule 10b-5 ,
SCOTUS ,
Securities Exchange Act ,
Securities Fraud
It is fundamental that investment professionals accurately disclose their polices and procedures and adhere to them. Yet an increasing number of proceedings are being brought by based on failing to follow to those procedures....more
New York Attorney General Eric T. Schneiderman may be leading the way again. In the past the office has lead ground breaking investigations using New York’s Martin Act that presaged significant SEC investigations and actions....more
A continuing focus of SEC enforcement is compliance by entities with their disclosed procedures. The Commission’s latest action in this regard resulted in the payment of $6 million by a Credit Rating Agency that not only...more