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Securities and Exchange Commission (SEC) Waivers

Mayer Brown Free Writings + Perspectives

Waivers of Code of Conduct for Nasdaq Listed Companies

On September 5, 2023, the Securities and Exchange Commission (the “SEC”) posted and declared effective a Nasdaq rule proposal modifying requirements related to a waiver of the code of conduct in Listing Rules 5610 and...more

Jackson Walker

SEC Adopts Sweeping New Private Fund Adviser Rules

Jackson Walker on

On August 23, 2023, the U.S. Securities and Exchange Commission (“SEC”), by a party-line vote of 3-2, adopted new rules applicable to investment advisers to private funds (“Private Fund Advisers”) that address transparency,...more

Seward & Kissel LLP

The SEC Adopts Final Rules Regarding the Regulation of Private Fund Advisers

Seward & Kissel LLP on

On August 23, 2023, by a vote of 3-2, the Securities and Exchange Commission (the “SEC”) adopted new final rules and amendments to existing rules under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) with...more

Dechert LLP

Securities and Derivative Litigation: Quarterly Update - July 2023

Dechert LLP on

Examine a major Ninth Circuit decision affirming dismissal of a Section 14(a) derivative action based on a forum-selection clause; Highlight the Third Circuit’s adoption of the Omnicare standard for securities fraud claims;...more

Proskauer - Corporate Defense and Disputes

Father Sometimes Knows Best: District Court Blasts SEC’s “No Admit, No Deny” Provisions

In a scathing opinion, Southern District of New York Judge Ronnie Abrams recently blasted the SEC’s standard demand that defendants settling with the Commission agree never to deny the allegations against them. Judge Abrams’...more

King & Spalding

Cooperation Credit and Attorney-Client Privilege: The Implications of Coburn

King & Spalding on

Cognizant Technology’s Privilege Waiver - On February 1, 2022, the District of New Jersey ordered a company to produce internal investigation materials to two former executives indicted in connection with an alleged foreign...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Holds that a Contractual Delaware Choice of Law Provision Did Not Waive Plaintiff’s Claim Under the...

In Swipe Acquisition Corp. v. Krauss, CA No. 2019-0509-PAF, 2021 WL 282642 (Del. Ch. Jan. 28, 2021), the Delaware Court of Chancery held that California public policy prohibited a purported waiver of a contractual party’s...more

Faegre Drinker Biddle & Reath LLP

FINRA’s Focus on Variable Annuity Switches Continues

On January 8, 2021, without admitting or denying the findings, VALIC Financial Advisors, Inc., (VALIC) entered into a settlement with FINRA Enforcement, through an Acceptance, Waiver and Consent (AWC) where the factual...more

Burr & Forman

Two SEC Commissioners Disagree with Stopping Contingent Settlement Offers

Burr & Forman on

Republican-appointee Commissioners Roisman and Peirce issued a statement on February 12 publicly disagreeing with Acting Chair Lee’s recent fiat discontinuing the Enforcement Division’s practice of proposing settlements that...more

Bass, Berry & Sims PLC

SEC Commissioners Square Off Over Enforcement Settlement Process

Bass, Berry & Sims PLC on

In one of her first official actions as Acting Chair of the Securities and Exchange Commission (SEC or Commission), Allison Herren Lee reversed a major policy implemented by recently departed SEC Chairman Jay Clayton...more

Goodwin

SEC Enforcement Updates: Interim Director Named; Staff Investigative Powers Bolstered; “Bad Boy” Waivers Less Certain

Goodwin on

The past few weeks have ushered in signs of what’s likely to come from the SEC’s Division of Enforcement under the Biden Administration, including a greater number of investigations and a tougher path to “bad boy” waivers for...more

Cooley LLP

Blog: Acting SEC Chair takes steps to bolster Enforcement

Cooley LLP on

The new Administration in Washington brings an expectation of change at the SEC in many areas, one of them being SEC Enforcement, where a shift toward more aggressive enforcement is anticipated. That change has already begun....more

Mayer Brown Free Writings + Perspectives

SEC to No Longer Approve Settlement Offers Conditioned on Waiver of Collateral Consequences

Acting SEC Chair, Allison Herren Lee, announced in a February 11 statement that going forward, the Securities and Exchange Commission (SEC) will review offers of settlement and requests for waivers of collateral consequences...more

BCLP

SEC Division of Enforcement No Longer Recommending Settlement Offers Contingent on Waivers

BCLP on

In a Statement released on February 11, 2021, Acting SEC Chair Allison Herren Lee announced that, in a return to the longstanding practice of the SEC Division of Enforcement (the “Division”), the Division will no longer...more

Burr & Forman

SEC Reverts to Two-Step Enforcement Settlements and Waiver Requests

Burr & Forman on

On February 11, SEC Acting Chair Lee announced that the Commission no longer would permit settlements in enforcement actions to include, or be contingent on the grant of, waivers of statutory disqualifications that flow from...more

UB Greensfelder LLP

The (Possible) Benefit Of Self-Reporting And Internal Discipline

UB Greensfelder LLP on

Historically, one of the surest ways to get yourself permanently barred from the industry is to forge a customer’s signature on something. According to the pertinent Sanction Guideline, at a minimum, a forgery, that is, a...more

McGuireWoods LLP

Yet Another Mutual Fund Fee Issue or “Death by a Thousand Cuts”: FINRA Sweep of Rights of Reinstatement Waivers

McGuireWoods LLP on

What is the Issue? It may not be “death by a thousand cuts” but it may feel like it, as yet another mutual fund fee issue is being raised by the regulators. FINRA issued a “targeted examination letter” focused on Rights of...more

Mayer Brown Free Writings + Perspectives

SEC Approves Further Extension of NYSE’s Relief from Shareholder Approval Rule

On September 28, 2020, the US Securities and Exchange Commission (“SEC”) approved, with immediate effectiveness, the New York Stock Exchange’s (“NYSE”) proposal to further extend its waiver of the shareholder approval...more

Skadden, Arps, Slate, Meagher & Flom LLP

NYSE Partial Waiver of Shareholder Approval Rules

On April 6, 2020, the New York Stock Exchange (NYSE) filed an immediately effective rule change with the Securities and Exchange Commission (SEC) that waives the application of certain shareholder approval requirements...more

Moore & Van Allen PLLC

Latest DOJ Spoofing Settlement

Moore & Van Allen PLLC on

On November 6, 2019, the Fraud Section of the Department of Justice with the Office of the U.S. Attorney for the Southern District of Texas, and the CFTC, announced settlements of their spoofing and market manipulation...more

Carlton Fields

SEC Now May Consider a Simultaneous Settlement Offer and Waiver Request

Carlton Fields on

Certain “bad actors” who settle with the SEC may be subject to automatic disqualifications or collateral consequences under federal securities laws and regulations. The Commission, however, may grant a settling party’s...more

Skadden, Arps, Slate, Meagher & Flom LLP

Investment Management Update - September 2019

In this issue, we summarize regulatory, litigation and industry developments from May to September 2019 impacting the investment management sector, including SEC action on standards of conduct for broker-dealers and...more

WilmerHale

House Financial Services Committee Introduces Legislation to Overhaul SEC Waiver Process

WilmerHale on

Over the past several weeks, competing views have emerged from Capitol Hill and the SEC over how the Securities and Exchange Commission (“SEC” or “Commission”) should approach waivers of collateral consequences for parties...more

Mayer Brown Free Writings + Perspectives

Proposed Bad Actor Disqualification Act of 2019 and SEC Statement on Contemporaneous Settlement Offers and Waiver Requests

Last month, Representative Maxine Waters, chair of the House Financial Services Committee, introduced a bill entitled Bad Actor Disqualification Act of 2019 (“proposed bill”). The proposed bill is intended to increase...more

Stinson - Corporate & Securities Law Blog

SEC to Consider Settlement Offers and Waiver Requests Simultaneously

In a public statement, SEC Chairman Jay Clayton discussed the historical interplay between settlement offers and related waiver requests.  Chair Clayton noted...more

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