The Briefing: Failure to Disclose Relationship with Real Party in Interest Results in Serious Sanctions
Podcast: The Briefing - Failure to Disclose Relationship with Real Party in Interest Results in Serious Sanctions
On August, 19, 2024, the SEC announced settled charges against Carl C. Icahn and his publicly traded company, Icahn Enterprises L.P. (IEP), for failing to disclose information relating to Icahn’s pledges of IEP securities –...more
Corporate executives know they must disclose in their companies’ financial statements trends or uncertainties affecting their business. Such disclosure is a requirement of Item 303 of SEC Regulation S-K....more
On March 7, 2024, the Securities and Exchange Commission (the “SEC”) announced that Skechers U.S.A. Inc. (“Skechers”) agreed to a cease-and-desist order for failing to disclose payments for the benefit of its executives and...more
The Securities and Exchange Commission (“SEC”) recently brought two enforcement actions against public companies regarding related party transaction (“RPT”) disclosures. The actions against Lyft and Maximus should remind...more
A number of recent SEC enforcement actions alleging failure to disclose perquisites, summarized below, highlight the importance of the questionnaires routinely used in connection with the preparation of SEC reports and proxy...more
Despite the frothy market for special purpose acquisition companies (SPACs) in 2021, companies considering such a transaction have been met recently with significant market headwinds, a short supply of suitable targets, the...more
In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources....more
In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. This...more
The SEC announced settled charges against technology company NVIDIA Corporation for inadequate disclosures concerning the impact of cryptomining on the company’s gaming business. - The SEC’s order finds that, during...more
On January 10, 2022, the Securities and Exchange Commission (“SEC” or the “Commission”) announced it settled charges in In re tZERO ATS, LLC, No. 93938 (SEC Order Jan. 10, 2022) (“Order”)....more
The SEC announced settled charges against formerly publicly-traded Leaf Group Ltd. for failing to adequately evaluate and disclose in its annual proxy statement the lack of independence of a director and a board committee as...more
On July 13, 2021, the US Securities and Exchange Commission (“SEC”) announced charges against Stable Road Acquisition Corp. (“SRAC”), a special purpose acquisition company (“SPAC”), SRAC’s proposed merger target, Momentus...more
The Securities and Exchange Commission announced settled charges against an Oklahoma-based gas exploration and production company, Gulfport Energy Corporation, and its former CEO, Michael G. Moore, for failing to properly...more
In a prelude of things to come for public companies, on December 4 the Securities and Exchange Commission (SEC) sued restaurant operator The Cheesecake Factory Incorporated for making misleading disclosures regarding the...more
On September 30, 2020, the Securities and Exchange Commission (SEC) entered a cease-and-desist order against a registrant for failure to disclose approximately $1.7 million in travel-related perquisites and personal benefits...more
In a settled enforcement action, the SEC charged Argo Group International Holdings, Ltd. with failure to disclose perquisites provided to its CEO and board member, Mark E. Watson III. In an interesting twist, the SEC charged...more
The Securities and Exchange Commission announced the entry of an order settling charges against a registrant relating to the failure to disclose fully perquisites and benefits provided to the former chief executive officer. ...more
In a settled enforcement action, the SEC charged Argo Group International Holdings, Ltd. for failure to disclose perqs provided to its CEO and board member, Mark E. Watson III....more
Shawn Severson is the owner and manager of EnergyTech Investor, LLC. Between August 2015 and March 2018, UQM Technologies, Inc., or UQM, retained Severson, through EnergyTech Investor and another firm, to provide investor...more
Hollywood martial arts sensei Steven Seagal was recently karate-chopped by the SEC for his alleged undisclosed payments for Twitter-touting a security that was being offered and sold in an initial coin offering. In a settled...more
The SEC has settled charges against action star Steven Seagal for failing to disclose payments he received for promoting an investment in an initial coin offering (ICO) conducted by Bitcoiin2Gen (B2G)....more
On Feb. 19, 2020, the SEC announced charges against Diageo plc, an alcoholic beverages company, arising out of its failure to make required disclosures of known trends with respect to alleged unsustainable overshipments of...more
A U.S. reporting company that produces, distills and markets alcoholic beverages, such as vodkas, whiskeys, tequilas, gins and beer, and that has shares and American Depositary Shares listed on the London Stock Exchange and...more
The SEC has just settled an action against Diageo PLC, a producer of liquor, wine and beer, for failure to disclose known trends and uncertainties. Diageo’s omission resulted in materially misleading disclosures regarding...more
The SEC announced charges against alcohol producer Diageo plc for failing to make required disclosures of known trends relating to the shipments of unneeded products by its North American subsidiary to distributors. Diageo...more