News & Analysis as of

Disclosure Requirements Securities and Exchange Commission (SEC) Negligence

Akin Gump Strauss Hauer & Feld LLP

Cybersecurity After SolarWinds: Practical Guidance for CISOs Under the New Rules

Judge Engelmayer’s 107-page dismissal of most of the U.S. Securities and Exchange Commission (SEC)’s claims against SolarWinds provides valuable guidance, and some comfort, for public companies and Chief Information Security...more

Lowenstein Sandler LLP

The SEC’s Private Fund Adviser Rules Explained — Part 1: The Restricted Activities Rule

Lowenstein Sandler LLP on

On August 23, 2023, the U.S. Securities and Exchange Commission (SEC) adopted new and amended rules under the Investment Advisers Act of 1940, as amended (the Advisers Act), to address what it perceives as certain conflicts...more

Goodwin

Private Funds Rules Set to Be Adopted - What to Watch For

Goodwin on

The SEC (U.S. Securities and Exchange Commission) has provided notice that it is preparing to adopt the so-called “Private Funds Rules” under the Investment Advisers Act of 1940 (the “Advisers Act”) on August 23, 2023....more

Stinson - Corporate & Securities Law Blog

SEC Reverses PCAOB’s Findings of Repeated Negligent Conduct by Audit Partner

In a review of a PCAOB disciplinary proceeding the SEC took the rare step of cancelling the PCAOB’s finding that an audit partner of a Big Four firm engaged in repeated instances of negligent conduct during the audit of a...more

Katten Muchin Rosenman LLP

DC Circuit Decision Against Investment Adviser Leaves Many Unanswered Questions

On April 30, 2019, US Court of Appeals for the DC Circuit decided an important case involving the disclosure obligations of investment advisers. The case decided that an adviser’s disclosure that it “may” have a conflict of...more

BakerHostetler

DC Circuit Reverses SEC - Negligent Omissions and Willful Omissions Are Mutually Exclusive

BakerHostetler on

On April 30, 2019, the U.S. Court of Appeals for the D.C. Circuit held that an investment adviser (IA) cannot willfully make a negligent disclosure in its Forms ADV....more

Jones Day

Raising the Bar on "Willful" Securities Law Violations

Jones Day on

The D.C. Circuit’s decision is significant because certain SEC statutes require a finding of willfulness. The U.S. Court of Appeals for the District of Columbia Circuit ("D.C. Circuit") is raising the bar on "willful"...more

BakerHostetler

DC Circuit Reverses SEC Finding That Negligent Omissions and Willful Omissions Are Mutually Exclusive

BakerHostetler on

On April 30, 2019, the U.S. Court of Appeals for the D.C. Circuit held that an investment adviser (IA) cannot willfully make a negligent disclosure in its Forms ADV. The decision vacated a combined $150,000 in fines that the...more

Burr & Forman

Negligence & Willfulness Mutually Exclusive For SEC

Burr & Forman on

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

Eversheds Sutherland (US) LLP

DC Circuit finds negligent but not willful fraud for inadequate disclosures

In a much-anticipated decision, on April 30, 2019, the US Court of Appeals for the District of Columbia Circuit issued its decision in Robare, a case that concerned an investment adviser’s (IA) disclosure of conflicts of...more

UB Greensfelder LLP

The Folly Of ADV Disclosures: What The Robare Decision Teaches About Trying To Do It Right

UB Greensfelder LLP on

Most of the time, the cases I write about were some other lawyer’s. In some respects, it’s easier to offer comments when it isn’t my case. I can, hopefully, be more objective, less pissed off (when the result is one I...more

Sheppard Mullin Richter & Hampton LLP

Ninth Circuit Splits From Other Circuits, Holding That a Negligence Standard Applies to a Claim Challenging Tender Offer...

In Varjabedian v. Emulex Corp., No. 16-55088, 2018 U.S. App. LEXIS 10000 (9th Cir. Apr. 20, 2018), the United States Court of Appeals for the Ninth Circuit split from the Second, Third, Fifth, Sixth and Eleventh Circuits to...more

Orrick, Herrington & Sutcliffe LLP

SEC Brings Post-MCDC Enforcement Actions Against Underwriter and Officials

On April 5, 2017 the SEC released two orders instituting cease-and-desist proceedings (consent decrees) which are the first post-MCDC cases finding securities law violations based on misstatements in official statements...more

Holland & Knight LLP

Port Authority of New York and New Jersey to Settle SEC Disclosure Law Violations - Agrees to Admit Wrongdoing and Pay Penalty for...

Holland & Knight LLP on

The U.S. Securities and Exchange Commission (SEC) announced on Jan. 10, 2017, that the Port Authority of New York and New Jersey (Port Authority) agreed to admit wrongdoing and pay a $400,000 penalty in connection with...more

Troutman Pepper

SEC Settles With The City Of Harrisburg: Case Presents A Teaching Moment For Other Municipalities

Troutman Pepper on

On May 7, 2013 the Securities and Exchange Commission (SEC) and the City of Harrisburg, Pennsylvania concluded a years-long SEC investigation in a first-of-its kind settlement....more

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