Episode 335 -- The New DOJ Whistleblower Program
Navigating Emerging Privacy Issues in Financial Services — The Consumer Finance Podcast
Implications of the SEC Cybersecurity Disclosure Rule
Corruption, Crime and Compliance: SEC Suffers Dismissal of Claims in Solarwinds Securities Fraud Case
Episode 334 -- District Court Dismisses Bulk of SEC Claims Against Solarwinds
The Woody Report: The Solar Winds Dismissal
In That Case: Securities and Exchange Commission v. Jarkesy
Corruption, Crime and Compliance: Deep Dive into The SEC’s Settlement with R&R Donnelly on Cybersecurity Controls
Episode 332 -- Deep Dive into SEC’s Internal Controls and Cybersecurity Settlement with R&R Donnelly
The Justice Insiders Podcast: Jarkesy’s Implications for the Administrative State
DE Under 3: OFCCP Must Shut Down its Administrative Court Prosecutions as a Result of SCOTUS’ SEC Jury Trial Case Decision
Dogecoin’s Day in Court
Unpacking the Lummis-Gillibrand Payment Stablecoin Act: Implications for the Digital Asset Industry — The Crypto Exchange Podcast
Podcast: Is Cryptocurrency a Security (like an orange grove)?
Navigating the Regulatory Waters: The SEC's Wells Notice to Uniswap and its Impact on DeFi — The Crypto Exchange Podcast
Will Resiliency Carry the Digital Asset Sector Through 2024: Federal Legislative Developments and OFAC Consent Orders — The Crypto Exchange Podcast
Compliance into the Weeds: The WACKO Enforcement Action Involving BF Borgers
Meeting the Proposed SEC Climate Disclosure Requirements
Understanding the Whistleblower Pilot Program in the Southern District of New York
2 Gurus Talk Compliance: Episode 26 – The Compliance Week Wrap Up Edition
Securities law practitioners know that Section 5(a) of the Securities Act of 1933 generally makes it unlawful to sell a security unless a registration statement is in effect, or the security or the transaction is exempt. ...more
I have been writing about a bill, SB 261, that would would require businesses to prepare and submit climate-related financial risk reports. On May 30, 2023, the bill passed out of the Senate on a 27-8 vote....more
In Crest v. Padilla, No. 20STCV37513 (Cal. Super. Apr. 1, 2022), the Superior Court of California for the County of Los Angeles (Green, J.) declared that Section 301.4 of the California Corporations Code is unconstitutional...more
In the first test of a state’s board-diversity requirement, a Los Angeles County Superior Court judge has entered summary judgment in favor of the plaintiff in Crest v. Padilla, who challenged the constitutionality of...more
Federal Reserve Hints at Government-Backed Cryptocurrency; Third Circuit Affirms Dismissal of Securities Fraud Class Action Against Shutterfly Inc. Regarding Allegedly Misleading Financial Projections; Ninth Circuit Holds...more
The legislation creating California's female director board quota requires the Secretary of State to publish on his Internet website a report no later than March 1, 2020 a report of the following...more
I have long advocated for a federal statutory definition of insider trading because I believe that the current approach has been for the courts to convict first and then explicate the theory supporting the conviction in a...more
Yesterday, I noted that the California Secretary of State's office is mailing reminder letters to certain "publicly held" and "publicly traded" corporations. The letter explains that these are two different categories...more
The California Secretary of State's business programs division is reminding some corporations of their annual filing obligation and California's new female director quota legislation. The reminder is being mailed to...more
On November 5, the Securities and Exchange Commission (SEC) in a 3-2 decision voted to propose amendments to rules governing shareholder proposals in companies’ proxy statements. These proposed amendments – which seek to...more
As noted yesterday, the Securities and Exchange Commission has proposed to amend Rule 14a-8 to "the process for shareholder proposals to be included in a company’s proxy statement". Among other things, the SEC is proposing to...more
Yesterday, the Securities and Exchange Commission proposed amendments to Rule 14a-8, which requires companies subject to the federal proxy rules to include shareholder proposals in their proxy statements, subject to certain...more
California's new board gender quota law places great weight on the location of a corporation's principal executive offices. The law applies to a publicly held foreign corporation when its principal executive offices,...more
California's new female director quota requirement applies to publicly held domestic or foreign corporations with their principal executive offices located in California. Cal. Corp. Code §§ 301.3 & 2115.5. California's older...more
As noted yesterday, the California Secretary of State published a report on its website concerning publicly domestic or foreign corporations with principal executive offices are located in California. This report was required...more
Section 305(a) of the California Corporations Code empowers a board of directors to fill vacancies with two important exceptions. First, the articles of incorporation or bylaws may provide otherwise. Second, the board may...more
Recently, I wrote about how the famed polar explorer Roald Amundsen raised money by selling post cards and stamps. This raised the question of whether the cards and stamps might be considered a security under the Supreme...more
Last Friday, the staff of the Securities and Exchange Commission issued 45 new Compliance & Disclosure Interpretations relating to proxy solicitations and related schedules. One of these dealt with the issue of cumulative...more
Last month, the Securities and Exchange Commission issued this public statement warning about touting of securities by celebrities...more
Yesterday, Broc Romanek reported that Corp Fin has published a new C&DI addressing the permissibility of electronic delivery of disclosures under Rule 701(e). Readers will recall that Rule 701 is an exemption from the...more
Limited liability companies did not exist when Congress enacted the Securities Act of 1933 and the Securities Exchange Act of 1934. Therefore, it should be no surprise that as originally enacted, these acts did not mention...more
Not too long ago, I wrote about the Securities and Exchange Commission’s confusing classification of subsidiaries. See The Case Of The Wholly Owned, But Not Totally Held, Subsidiary That May Or May Not Be 100% Owned. Since...more
In 2015, the Securities and Exchange Commission adopted amendments to Regulation A and other rules and forms to implement Section 401 of the Jumpstart Our Business Startups (JOBS) Act. One significant enhancement to...more
For California corporations, the general rule is that an act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board. Cal. Corp. Code §...more
Some readers may have skipped this week’s posts discussing director liability under California Corporations Code Section 316 on the theory that the statute applies only to directors of corporations incorporated under the...more