Author Info for Proskauer - Corporate Defense and Disputes

Julia Alonzo

Fifth Circuit Revives Securities Class Action Against Six Flags

Last week, the Fifth Circuit reversed a decision from the United States District Court for the Northern District of Texas that had dismissed a class action against Six Flags Entertainment Corporation. The complaint in Oklahoma…more

China, Class Action, EBITDA, Motion to Dismiss, New Guidance

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James Anderson

In Conflict With Other Circuits, Seventh Circuit Rules That Certain Transfers Involving Financial Institution Intermediaries Not Immune From Recovery By Bankruptcy Trustee

Section 546(e) of the bankruptcy code prohibits a bankruptcy trustee from avoiding “settlement payment[s]”, or payments “made in connection with a securities contract,” that are “made by or to (or for the benefit of)” qualifying…more

Acquisitions, Bankruptcy Code, Commercial Bankruptcy, Financial Institutions, Insolvency

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Julia Ansanelli

SEC Continues to Use Advance Data Analytics to Investigate Insider Trading

The SEC has continued to pursue a number of insider trading cases this year, both large-scale and small. Some of those matters involved trades that yielded relatively small amounts of profits: $40,000-$60,000. Why does the…more

Enforcement Actions, Federal Budget, Financial Industry Regulatory Authority (FINRA), Insider Trading, Predictive Analytics

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Noa Baddish

CFTC Whistleblower Awards On The Horizon

In a recent interview with Law360 (subscription required), Chris Ehrman, the Director of the U.S. Commodity Futures Trading Commission’s Whistleblower Office, predicted that the number and size of the CFTC’s whistleblower awards…more

CFTC, Enforcement Actions, Marketing, Whistleblower Awards, Whistleblowers

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Steven Burwell

SEC Proposes Broad New Climate Change Disclosure Requirements

In a 500-page release, the SEC has proposed significant new public company climate change disclosure requirements for both domestic companies and foreign private issuers, including the actual and potential impacts of climate…more

Annual Reports, Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements

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Jake Butwin

District Court Takes Judicial Notice of SEC Order in Denying Motion to Dismiss Shareholder Claims

In our previous post, Under Armour Inc. Pulls Sales Forward, SEC and Stockholders Push Back, we discussed Under Armour Inc.’s recent settlement with the SEC, under which Under Armour agreed to pay $9 million for alleged…more

Federal Rules of Evidence, Motion to Dismiss, Rule 10(b), Rule 10b-5, Scienter

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Peter Castellon

SEC Proposes Broad New Climate Change Disclosure Requirements

In a 500-page release, the SEC has proposed significant new public company climate change disclosure requirements for both domestic companies and foreign private issuers, including the actual and potential impacts of climate…more

Annual Reports, Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements

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Michael Choate

SEC Proposes Broad New Climate Change Disclosure Requirements

In a 500-page release, the SEC has proposed significant new public company climate change disclosure requirements for both domestic companies and foreign private issuers, including the actual and potential impacts of climate…more

Annual Reports, Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements

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Justin Cohen

Cryptic Guidance? Despite Regulatory Ambiguity, New SEC Enforcement Could Drive Increase in Cryptocurrency-Related Shareholder Class Actions

In late-July, the U.S. Securities and Exchange Commission brought insider trading charges against a former manager at Coinbase—the largest crypto asset trading platform in the United States. The charges are the latest move in…more

CFTC, Class Action, Coinbase, Cryptoassets, Cryptocurrency

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Margaret Dale

Keeping Up With Kim Kardashian’s SEC Charges

The SEC spread its reach to Hollywood this month – on October 3, 2022, the SEC announced charges against Kim Kardashian for her social media promotions of EMAX, a digital token issued by EthereumMax. The SEC found that…more

Celebrity Endorsements, Cryptoassets, Cryptocurrency, Disclosure Requirements, EDGAR

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Michael Ellis

SEC Proposes Broad New Climate Change Disclosure Requirements

In a 500-page release, the SEC has proposed significant new public company climate change disclosure requirements for both domestic companies and foreign private issuers, including the actual and potential impacts of climate…more

Annual Reports, Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements

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Amy Gordon

SEC Adopts Long-Awaited Pay Versus Performance Disclosure Rule

On August 25, 2022, the Securities and Exchange Commission, in a 3-2 vote, adopted a new disclosure rule implementing the Dodd-Frank Act’s requirement that public companies disclose the relationship between compensation paid to…more

Disclosure Requirements, Executive Compensation, New Rules, Performance Standards, Securities and Exchange Commission (SEC)

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Brooke Gottlieb

SolarWinds Government Data Breach Leads to Securities Action

The massive data breach of the United States Commerce and Treasury Departments that has roiled the federal government has resulted in federal securities litigation. On January 4, 2021, Plaintiff-Shareholder Timothy Bremer filed…more

Cyber Attacks, Cybersecurity, Data Breach, Data Security, Form 10-K

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Michael Hackett

SEC Staff Announces 2017 OCIE Examination Priorities

On January 12, 2017, the staff of the Office of Compliance Inspections and Examinations (OCIE) of the Securities and Exchange Commission (SEC) released its annual announcement on examination priorities in the coming calendar…more

Cybersecurity, Elder Issues, Enforcement Actions, Financial Institutions, Financial Markets

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Mark Harris

U.S. Sentencing Commission Approves Amending Sentencing Guidelines to Reduce Penalties for Economic Crimes

As previously reported, the United States Sentencing Commission has proposed amendments to the widely criticized federal sentencing guidelines for economic crimes. On April 9, 2015, after hearing extensive public comment on the…more

Amended Legislation, Federal Sentencing Guidelines, Fraud-on-the-Market, Sentencing Enhancements, White Collar Crimes

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Erica Jones

Pay Versus Performance Takes Center Stage

In an era where TikTok stars outearn scores of CEOs of top earning publicly traded companies, executive compensation is no less important to the investing public or to companies striving to attract and retain top talent…more

Compensation & Benefits, Corporate Governance, Disclosure Requirements, Dodd-Frank, Executive Compensation

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Mee Kim

Over $1 Billion Whistleblower Awards Paid to Date by the SEC

Last week, the SEC announced accumulated awards of over $1 billion paid to 207 whistleblowers since its first award in 2012. Over $500 million was awarded in fiscal year 2021 alone. The SEC crossed the billion-dollar milestone…more

Corporate Counsel, Corporate Misconduct, Enforcement Actions, Securities and Exchange Commission (SEC), Securities Violations

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Steven Lichtenfeld

SEC Proposes Broad New Climate Change Disclosure Requirements

In a 500-page release, the SEC has proposed significant new public company climate change disclosure requirements for both domestic companies and foreign private issuers, including the actual and potential impacts of climate…more

Annual Reports, Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements

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Timothy Mungovan

Regulatory And Litigation Hot Topics For Private Funds In 2016

Private investment funds are likely to face increased regulatory scrutiny and litigation risk in 2016, not only based on the Securities and Exchange Commission’s focus on the industry but also due to transparency and compliance…more

Cybersecurity, FASB, Fund Sponsors, Liability Insurance, Management Fees

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Joshua Newville

The Ripple Effect: Implications of the SEC’s Partial Loss in SEC v. Ripple Labs Inc.

The SEC suffered a significant loss last week in its ongoing legal battle with Ripple over the XRP digital token. While the District Court held that Ripple’s initial sales of XRP to institutional investors constituted the sale…more

Blockchain, Crypto Exchanges, Digital Assets, FinTech, Hedge Funds

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Ben Orlanski

SEC Proposes Broad New Climate Change Disclosure Requirements

In a 500-page release, the SEC has proposed significant new public company climate change disclosure requirements for both domestic companies and foreign private issuers, including the actual and potential impacts of climate…more

Annual Reports, Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements

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Steven Pearlman

SEC Issues Largest Whistleblower Bounty Award Ever To One Individual

As we reported here, on May 5, 2023, the SEC issued an award of $279 million to a whistleblower. This is the largest award the SEC has issued to an individual whistleblower in the history of the SEC Office of the Whistleblower’s…more

Enforcement Actions, Publicly-Traded Companies, Securities and Exchange Commission (SEC), Securities Litigation, Whistleblower Awards

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David Picon

DOL Open to Changing Fiduciary Proposal, But Some Press for it to be Scrapped

As we wrote about previously, in April the Department of Labor issued its highly anticipated, re-proposed regulation addressing the standard of care for broker-dealers and other financial professionals who provide retirement…more

Broker-Dealer, Department of Labor (DOL), EBSA, Fiduciary Duty, Financial Industry Regulatory Authority (FINRA)

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Robert Pommer

The Ripple Effect: Implications of the SEC’s Partial Loss in SEC v. Ripple Labs Inc.

The SEC suffered a significant loss last week in its ongoing legal battle with Ripple over the XRP digital token. While the District Court held that Ripple’s initial sales of XRP to institutional investors constituted the sale…more

Blockchain, Crypto Exchanges, Digital Assets, FinTech, Hedge Funds

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Seetha Ramachandran

SEC Issues New Guidance Regarding Russia Sanctions and Public Company Disclosures

In response to Russian President Vladimir Putin’s decision to invade Ukraine in February, the U.S. government announced sweeping sanctions against Russia. As the conflict nears the three-month mark, businesses around the world…more

Anti-Corruption, Disclosure Requirements, Enforcement Actions, MD&A Statements, Military Conflict

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Louis Rambo

SEC Issues New Guidance Regarding Russia Sanctions and Public Company Disclosures

In response to Russian President Vladimir Putin’s decision to invade Ukraine in February, the U.S. government announced sweeping sanctions against Russia. As the conflict nears the three-month mark, businesses around the world…more

Anti-Corruption, Disclosure Requirements, Enforcement Actions, MD&A Statements, Military Conflict

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Jonathan Richman

Court Upholds SEC’s Victory in “Shadow Trading” Case

A federal court in California refused to grant a judgment or a new trial to a defendant who was found to have engaged in insider trading when he purchased securities of one company based on material nonpublic information…more

Acquisitions, Breach of Duty, Confidentiality Agreements, Fiduciary Duty, Insider Trading

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Corey Rogoff

Major SPAC News, Rules May Be Coming This Week

On Thursday, March 24th, the Securities and Exchange Commission announced an agenda for a March 30th open meeting for the Divisions on Corporate Finance and Investment Management. The meeting has only one agenda item: SPACs,…more

Disclosure Requirements, Division of Corporate Finance, Initial Public Offering (IPO), Investment Company Act of 1940, Investment Management

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Dietrich Snell

Supreme Court To Resolve Circuit Split Over Bank Fraud Statute

On Monday April 25, the U.S. Supreme Court granted certiorari in United States v. Shaw, a closely watched case out of the Ninth Circuit addressing the bank fraud statute, 18 U.S.C. § 1344. That statute has two subsections, the…more

Bank Fraud, Bank of America, Certiorari, Crime Victims, Financial Institutions

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Hena Vora

Keeping Up With Kim Kardashian’s SEC Charges

The SEC spread its reach to Hollywood this month – on October 3, 2022, the SEC announced charges against Kim Kardashian for her social media promotions of EMAX, a digital token issued by EthereumMax. The SEC found that…more

Celebrity Endorsements, Cryptoassets, Cryptocurrency, Disclosure Requirements, EDGAR

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Frank Zarb

SEC Issues New Guidance Regarding Russia Sanctions and Public Company Disclosures

In response to Russian President Vladimir Putin’s decision to invade Ukraine in February, the U.S. government announced sweeping sanctions against Russia. As the conflict nears the three-month mark, businesses around the world…more

Anti-Corruption, Disclosure Requirements, Enforcement Actions, MD&A Statements, Military Conflict

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