News & Analysis as of

False Statements Misleading Statements Disclosure Requirements

Pillsbury Winthrop Shaw Pittman LLP

Disclosure of Non-GAAP Financial Measures: Recent SEC Comments and Enforcement Actions

The U.S. Securities and Exchange Commission (SEC) continues to scrutinize adjustments to, and presentation of, non-GAAP financial measures. Recent SEC enforcement actions for allegedly improper and misleading use of...more

Hinch Newman LLP

What Digital Marketers and Influencers Need to Know About the FTC Final Rule Banning Fake Consumer Reviews and Testimonials

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As previously blogged about here, following notices of proposed rulemaking in 2022 and 2023, on August 22, 2024 the Federal Trade Commission finalized a rule that will impose monetary civil penalties false and misleading...more

Husch Blackwell LLP

Texas Attorney General Reaches Generative AI Settlement

Husch Blackwell LLP on

Keypoint: The Texas Attorney General reaches a first-of-its-kind settlement with a healthcare company that provides generative AI products. On September 18, 2024, the Texas Attorney General announced that it had reached a...more

Husch Blackwell LLP

Supreme Court Holds Pure "Omissions" in MD&A Disclosure Cannot Support Liability Under Rule 10b-5

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On April 12, 2024, the U.S. Supreme Court held in Macquarie Infrastructure Corp. v. Moab Partners, L.P., in a unanimous opinion authored by Justice Sonia Sotomayor, that “pure omissions” made in required disclosures do not...more

Holland & Knight LLP

Beyond the Hype: The SEC's Intensified Focus on AI Washing Practices

Holland & Knight LLP on

The U.S. Securities and Exchange Commission (SEC) is cracking down on how firms promote their artificial intelligence (AI) technologies to protect investors from falling victim to "AI-washing." On March 18, 2024, the SEC...more

Bass, Berry & Sims PLC

U.S. Supreme Court Unanimously Holds Pure Omissions in Item 303 Disclosures Not Actionable under Private Securities Laws

Bass, Berry & Sims PLC on

The U.S. Supreme Court has unanimously ruled that pure silence in MD&A statements are not actionable in shareholder securities fraud cases.  The case is important for issuers and shareholders alike for several reasons: -...more

BCLP

The Supreme Court Rejects “Pure Omissions” Liability under Section 10(b)

BCLP on

The U.S. Supreme Court has now resolved the split in lower courts, discussed in our March 14, 2024 post, over whether plaintiffs may bring a securities fraud claim based solely on a corporation’s omission from public filings...more

BakerHostetler

The U.S. Supreme Court Resolves Circuit Split, Holds That Pure Omissions Are Not Actionable in Securities Fraud Cases

BakerHostetler on

SEC Rule 10b-5(b) makes it unlawful for issuers to make false statements or “to omit to state a material fact necessary in order to make the statements made...not misleading.” In addition to ensuring the truth of statements,...more

Bilzin Sumberg

SEC Issues First AI-Related Civil Penalties and Warns Against “AI Washing”

Bilzin Sumberg on

​​​​​​​The Securities and Exchange Commission on Monday, March 18, 2024, entered into settlements with Delphia (USA) and Global Predictions, which agreed to pay civil penalties totaling $225,000 and $175,000, for “AI...more

Shipkevich PLLC

New York Issues New Guidance on Crypto Currency Custodial Structures

Shipkevich PLLC on

On January 23, 2023, New York Department of Financial Services (DFS) released regulatory guidance to better protect customers in the event of virtual currency insolvency. The guidance is not binding, but rather persuasive...more

Goodwin

The Federal Deposit Insurance Corporation (FDIC) Issued Guidance Regarding FDIC Insurance and Crypto Assets - August 2022 #2

Goodwin on

FDIC Takes Action Against False or Misleading Crypto-Related Representations - On August 19, the FDIC issued letters (the Letters) to five companies demanding that they cease and desist from making false and misleading...more

Kramer Levin Naftalis & Frankel LLP

The SEC’s Climate and ESG Task Force Charges Vale S.A. With Securities Fraud

On April 28, the Securities and Exchange Commission (SEC) filed a complaint against the Brazilian mining company Vale S.A., alleging that the company made false and misleading statements to investors about the company’s...more

Mayer Brown Free Writings + Perspectives

SEC's ESG Task Force Brings 1st Case Against Brazilian Mining Co., Alleging Material Misstatements About Dam Safety

On April 28, 2022, the U.S. Securities and Exchange Commission (SEC) charged Vale S.A. (Vale), a publicly traded Brazilian mining company and one of the world’s largest iron ore producers, with making false and misleading...more

WilmerHale

SEC Climate & ESG Task Force Enforces on “E” and “S”

WilmerHale on

On April 28, 2022, the Securities and Exchange Commission (SEC) announced an action against Brazilian mining company, Vale S.A., in relation to an environmental and social catastrophe: the collapse of its Brumadinho dam in...more

Cadwalader, Wickersham & Taft LLP

ESG Enforcement Watch: SEC Files Fraud Complaint against Brazilian Miner, Vale, over False Safety Claims prior to Environmental...

Summary - In an important development, on April 28, 2022, the Securities and Exchange Commission (SEC) commenced an action in the United States District Court for the Eastern District of New York in which it asserted that...more

Goodwin

Newly Appointed Federal Watchdogs Warn they are Focused on Private Funds

Goodwin on

Private funds can draw lessons about how to prioritize their compliance efforts and practices in response to a series of warnings by newly-appointed federal regulators of increased scrutiny, regulation, and enforcement...more

Parker Poe Adams & Bernstein LLP

SEC Takes First Enforcement Action for Misleading Pandemic Disclosures

On December 4, the U.S. Securities and Exchange Commission (SEC) announced that it had settled charges with The Cheesecake Factory for its allegedly false and misleading disclosures about the COVID-19 pandemic’s effects on...more

Jones Day

SEC Enforcement in Financial Reporting and Disclosure: 2019 Mid-Year Update

Jones Day on

We are pleased to present our annual mid-year update on financial reporting and issuer disclosure enforcement activity for 2019. This White Paper primarily focuses on the U.S. Securities and Exchange Commission's enforcement...more

Robins Kaplan LLP

When Does a Tweet Fall Afoul of Regulation FD

Robins Kaplan LLP on

On August 7, 2018, Tesla CEO Elon Musk used his personal Twitter account (@elonmusk) to propose a buyout of the company for $420 a share, stating that funding was secured....more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - September 2018

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May 2018 and August 2018.... US Supreme Court - Supreme Court Holds That SEC Administrative Law Judges...more

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