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On October 22, 2024, Republican SEC Commissioners Hester Peirce and Mark Uyeda issued a joint dissent sharply criticizing charges brought against four companies for allegedly making materially misleading disclosures regarding...more
Welcome to the latest edition of the Sustainability Spotlight, your place to keep up with all the ESG action – federal and state enforcement, shareholder proposals and litigation, and state attorney general actions. This...more
Each month, we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, SEC Chair Gary Gensler announced his imminent departure in January 2025...more
The following summarizes recent legal developments of note affecting the mutual fund/investment management industry. On October 21, 2024, the SEC Division of Examinations (“EXAMS”) published its annual Examination Priorities...more
As we approach 2025, we want to remind registrants about several new rules that will impact disclosure for the 2024 Form 10-K and 2025 proxy season, note the 2025 deadlines for filings with the Securities and Exchange...more
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
In a significant development for the investment management industry, a large adviser agreed to pay a hefty $17.5 million civil penalty to settle charges with the SEC over misleading statements about its Environmental, Social,...more
SEC Penalizes Director for Misleading D&O Questionnaire Response - The SEC recently brought an enforcement action against a director for causing violations of the proxy rules by failing to disclose a close personal...more
Who may be interested: Registered Investment Companies; Registered Investment Advisers; Broker Dealers; Compliance Officers; Boards of Directors - Quick Take: The SEC recently settled five separate enforcement proceedings...more
Continuing its controversial and aggressive approaches to cybersecurity, the U.S. Securities and Exchange Commission (SEC) recently charged four current and former public companies for purportedly “materially misleading...more
The Securities and Exchange Commission (the “SEC”) recently settled charges against James R. Craigie, a former CEO, Chairman and board member of Church & Dwight Co. Inc. (the “Company”), for violating proxy disclosure rules...more
Despite the recent disbandment of the SEC’s Climate & ESG Task Force, the SEC is continuing to pursue enforcement actions concerning environmental issues, including greenwashing. Notably, over the past several weeks, the SEC...more
The SEC on Oct. 22, 2024, announced charges against four companies for allegedly making materially misleading disclosures concerning the impact of cybersecurity incidents associated with the compromised SolarWinds' Orion...more
On October 22, 2024, the SEC charged two current reporting companies, Unisys Corp. and Check Point Software Technologies, and two former public companies, Mimecast Limited and Avaya Holdings Corp., with making materially...more
On September 30, 2024, the Securities and Exchange Commission (“SEC”) filed a settled enforcement action against a former director of a public company (the “Company”) over claims that the director had failed to disclose his...more
Section 13(b)(2)(B) of the Securities Exchange Act of 1934 requires public companies to “devise and maintain a system of internal accounting controls.” In a recent opinion, a New York federal court rejected the Securities...more
The U.S. District Court for the Southern District of New York has dismissed many of the Securities and Exchange Commission’s (SEC’s) claims against software development company SolarWinds and its chief information security...more
This Holland & Knight blog post is the second installment in a two-part series that examines the challenges to the U.S. Securities and Exchange Commission's (SEC) charges in its landmark case against SolarWinds Corp....more
On July 18, 2024, District Court Judge Engelmayer of the Southern District of New York issued his 107-page opinion and order dismissing most – but not all – of the landmark allegations of the SEC against SolarWinds Corp. and...more
On July 18, a New York federal judge threw out most of the SEC’s claims brought against both SolarWinds Corp. and the company’s chief information security officer (CISO), Timothy Brown....more
Earlier this week, the Eighth Circuit issued an order enabling 19 Democratic Attorneys-General--representing the District of Columbia and eighteen states (AZ, CO, CT, DE, HA, IL, MD, MA, MI, MN, NV, NM, NY, OR, RI, VT, WA,...more
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
The United States Supreme Court in Macquarie Infrastructure Corp. v. Moab Partners, L.P., No. 22-1165, ruled that a corporation is not liable under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 for...more
A company cannot be sued by private parties under Rule 10b-5(b) for a “pure omission” but can be liable for omissions that render other statements misleading. “Pure omissions” cannot be attacked in private 10b-5(b)...more
Each month we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The Fifth Circuit’s stay of the SEC’s recent adoption of...more