In an unintended consequence of the Securities and Exchange Commission's (SEC) unprecedented rulemaking agenda, a black-hat hacker gang has filed a whistleblower complaint against its victim for not reporting a cybersecurity...more
In September, the Securities Exchange Commission’s new Cybersecurity Rule for reporting public companies became effective. The SEC Cybersecurity Rule applies to public companies and generally requires (1) disclosure of...more
9/29/2023
/ Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
Form 8-K ,
New Rules ,
Popular ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
Continuing its active regulatory agenda, the Securities and Exchange Commission on March 9, 2022, proposed new cybersecurity regulations for reporting public companies. Although couched as a series of “disclosure”...more
3/10/2022
/ Corporate Governance ,
Cybersecurity ,
Data Breach ,
Data Privacy ,
Disclosure Requirements ,
Policies and Procedures ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On February 9, the SEC proposed new cybersecurity risk management regulations for investment advisers, registered investment companies (funds), and business development companies....more
2/14/2022
/ Anti-Fraud Provisions ,
Business Development Companies ,
Comment Period ,
Cybersecurity ,
Data Protection ,
Disclosure Requirements ,
Fiduciary Duty ,
Identity Theft ,
Investment Adviser ,
Investor Protection ,
Policies and Procedures ,
Proposed Rules ,
Registered Investment Companies (RICs) ,
Regulatory Agenda ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation
Since the appointment of Allison Heron Lee as interim SEC chair, the SEC has pushed an ESG agenda in all things from corporate disclosures, to investment companies, international standards and even enforcement. ...more
Last week, FINRA issued Regulatory Notice 21-16 cautioning member firms against attempting to limit customer claims through language in mandatory pre-dispute arbitration agreements. Rule 2628 prescribes disclosure...more
Acting SEC Chair Allison Herren Lee issued a February 24 statement directing the Commission Staff to review public-company climate-change-related disclosures. The Staff will assess current disclosures in light of the SEC’s...more
In a May 4 joint public statement, SEC Chair Clayton and Municipal Securities Office Director Rebecca Olsen urged municipal issuers to make voluntary disclosures specific to issuers, and their various outstanding municipal...more
The Municipal Securities Rulemaking Board (“MSRB”) on April 2 published its statistical analysis and list of COVID-19 continuing disclosures filed by municipal issuers during the first quarter of 2020. Of 43,667 disclosures,...more
SEC Enforcement Co-Directors Stephanie Avakian and Steven Peiken issued a March 23 public statement warning that the novel Coronavirus pandemic increases material non-public information and reminding corporate insiders of...more
Last week, the D.C. Circuit held that the SEC can’t prosecute the same conduct as both willful and as negligent under the tandem sections found in most of the nation’s securities laws. The ruling prevents the SEC from piling...more
This is Part 2 of a seven-part series of posts looking at some broad legal issues affecting crypto-currencies.
State and federal regulators, especially the SEC, have moved aggressively to halt unregistered initial coin...more
9/12/2018
/ Bitcoin ,
Cryptocurrency ,
Digital Currency ,
Disclosure Requirements ,
Enforcement Authority ,
Financial Instruments ,
Initial Coin Offering (ICOs) ,
Investment ,
Investment Contract ,
Popular ,
Registration Requirement ,
Regulatory Oversight ,
Regulatory Standards ,
Token Sales ,
Unregistered Securities ,
Virtual Currency
After several years of examination focus and a series of enforcement actions, the SEC’s Enforcement Division on February 12 announced a “Share Class Selection Disclosure Initiative” in an attempt to level-set industry...more
The two remaining SEC Commissioners agreed March 1 to propose amendments “requiring” municipal securities issuers to disclose non-security financial obligations and material events occurring in other outstanding obligations....more
On August 24, the SEC announced settled administrative actions against 71 state and local issuers arising from $3.7 trillion in municipal securities offerings. The Commission alleged the issuers made false statements...more
9/6/2016
/ Administrative Proceedings ,
Cease and Desist Orders ,
Disclosure Requirements ,
Enforcement Actions ,
False Statements ,
Financial Markets ,
MCDC ,
Municipal Bonds ,
Municipal Securities Issuers ,
Municipal Securities Market ,
Sanctions ,
Securities and Exchange Commission (SEC)
Last month, the 6th Circuit joined the majority view recognizing the “materialization of the risk” theory of loss-causation as an alternative to “corrective-disclosure” in securities litigation under Rule 10b-5....more
8/1/2016
/ Corrective Actions ,
Disclosure Requirements ,
Financial Markets ,
Loss Causation ,
Material Misrepresentation ,
PSLRA ,
Rule 10b-5 ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Twombly/Iqbal Pleading Standard
Starting June 23, municipal advisors will be subject to revised Rule 42 and its heightened engagement letter and disclosure obligations. SIFMA has released exposure drafts of compliance documents to help MAs meet those...more
The Municipal Securities Rulemaking Board (“MSRB”) issued a concept release last month suggesting that market transparency trumps the direct Congressional prohibition against federal regulations requiring filing of...more
On December 16, FINRA submitted for SEC approval proposed Rule 2273 to require that brokers send customers an “educational disclosure” when changing firms. Although the proposal deletes a controversial provision that would...more
The District of Columbia Circuit Court of Appeals Tuesday rejected a challenge to the SEC’s investment-adviser pay-to-play rule, holding that two state Republican Party organizations filed it almost four years too late....more
The Securities Exchange Commission announced June 18 the first major wave of underwriter sanctions under its Municipalities Continuing Disclosure Cooperation (“MCDC”) Initiative. The SEC sanctioned 36 municipal underwriting...more
6/22/2015
/ Check the Box Rules ,
Compliance ,
Disclosure Requirements ,
Dodd-Frank ,
MCDC ,
Municipal Securities Issuers ,
Municipal Securities Market ,
Municipalities ,
Sanctions ,
School Districts ,
Securities ,
Securities and Exchange Commission (SEC) ,
Underwriting
On April 29, 2015, the Securities and Exchange Commission (SEC) narrowly approved proposed rules requiring certain reporting companies to disclose the relationship between pay to named executive officers and performance by...more
The MSRB proposed a Revised Draft of Rule G-42 (“Duties of Non-Solicitor Municipal Advisors”) by Reg. Not. 2014-12 issued July 23, 2014. We addressed the original proposal in our January 23 blog post.
The Revised Draft...more