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Securities Exchange Act › Enforcement Actions › Corporate Governance

The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +
The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange Commission (SEC), which is the primary regulatory agency enforcing federal securities laws. less -
Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: 2024 Fourth Quarterly Review

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The Nutter Securities Enforcement Update is a periodic update of noteworthy recent securities enforcement activity, settlements, decisions, and charges. We provide brief summaries that highlight recent enforcement action...more

Holland & Knight LLP

Fashion Retailer Failed to "Express" $1M in Perks But Skirts Civil Penalties

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Like a fashion trend that never fails to come back in style (we look fabulous in baggy jeans, btw), we're revisiting SEC enforcement actions involving public company executive perquisites – or "perks" – a topic we have...more

Cooley LLP

SEC charges Celsius Holdings with improper accounting for stock awards and disclosure control failures

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In this settled action—part of a slew of SEC Enforcement cases reported out in the last days before the change in Administration—the SEC alleged that Celsius Holdings, Inc. engaged in improper accounting for stock-based...more

Cooley LLP

SEC files complaint against Elon Musk alleging violation of Section 13(d)

Cooley LLP on

On Tuesday, the SEC filed a complaint in the D.C. federal district court alleging that Elon Musk ignored the Section 13(d) beneficial ownership reporting deadline when, in March 2022, he acquired more than 5% of outstanding...more

Foley & Lardner LLP

Does Your Company Discourage Employees from Being Whistleblowers? The SEC May Think So!

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The Dodd-Frank Wall Street Reform and Consumer Protection Act, which was enacted in 2010 in response to the 2008 financial crisis, added protections for whistleblower activity to the Securities Exchange Act of 1934 (“Exchange...more

Cooley LLP

Enforcement offers a reminder about disclosures of related-person transactions

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Just in time for the commencement of proxy season we have this reminder from SEC Enforcement about disclosures of related-person transactions. Failure to properly report on a related-person transaction has been a subject of...more

Cooley LLP

McMahon takes a bump

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On Friday, the SEC announced settled charges against Vince McMahon, founder, controlling shareholder and former Executive Chair and CEO of World Wrestling Entertainment, for “knowingly circumventing WWE’s internal accounting...more

Kramer Levin Naftalis & Frankel LLP

Corporate Governance: 2024 Year-End Review

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As 2025 begins, we cover several significant corporate governance developments that occurred in the second half of 2024 and since our Corporate Governance: 2024 Midyear Review was published in August. We first highlight...more

A&O Shearman

Fifth Circuit Vacates SEC Order Approving Nasdaq’s Board Diversity Proposal

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On December 11, 2024, the United States Court of Appeals for the Fifth Circuit, in a 9-8 en banc decision, vacated NASDAQ’s Board Diversity Rules (the “Rules”) in Alliance for Fair Board Recruitment v. SEC, finding that the...more

BCLP

Perk Redux - Yet Another Company Stumbles Over SEC Executive Compensation Rules

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On December 17, 2024, the SEC announced settled charges against Express, Inc. for failing to disclose perks paid to its then CEO, including personal use of airplanes. Without admitting or denying the SEC’s findings,...more

BCLP

U.S. Supreme Court Changes Its Mind, Will Not Decide Facebook Dispute Concerning Public Companies’ Risk-Factor Disclosures

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After hearing argument earlier this month in a widely followed securities law case concerning risk-factor disclosures of public companies, the U.S. Supreme Court last week decided it should not have agreed to hear the case...more

Holland & Knight LLP

Undeterred by the SolarWinds Storm: SEC Charges Victims of Compromised Software

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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

BCLP

ICAHN Settles With SEC for Failures to Disclose Key Details of Margin Loan Stock Pledges - Teaching Moment for Directors and...

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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

Holland & Knight LLP

SEC Expands Scope of Internal Accounting Controls in Cybersecurity Breach Settlement

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The SEC continues to expand its cybersecurity enforcement authority to include allegations that a company's failure to monitor its managed security service providers (MSSP) amounts to violations of federal securities laws....more

Morrison & Foerster LLP

Top 5 SEC Developments (November 2023)

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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 SEC’s announcement of its Fiscal Year 2023 enforcement...more

BCLP

Is It Time to Take a Fresh Look at Disclosure Controls and Procedures for CEO/CFO Certifications?

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In New England Carpenters Guaranteed Annuity and Pension Funds v. DeCarlo (Aug. 2023), the Second Circuit held, among other things, that CEO/CFO certifications mandated by SOX Section 302 constitute non-actionable statements...more

WilmerHale

Recent SEC Enforcement Activity Serves as a Reminder That Rule 12b-25 Requires Substantive Disclosures

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On August 22, the Securities and Exchange Commission announced settled enforcement actions against five companies for violations of Exchange Act Rule 12b-25, which requires a notification to be filed whenever a company does...more

BCLP

Recent case highlights potential pitfalls of informal communications with analysts

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A recent court case highlights the potential pitfalls for public companies engaging in informal communications with analysts. The court found that paraphrased statements attributed to an officer in an analyst’s report can be...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: March 1, 2023

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The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges. ...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: April 1, 2023

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The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges. ...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: May 1, 2023

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The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges. ...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: July 1, 2023

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The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges....more

Goodwin

SEC Brings Suit Against Owner of BitTorrent, Inc., and Settles Claims With Celebrity Endorsers of Certain Crypto Tokens

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On March 22, 2023, the US Securities and Exchange Commission (SEC) filed a complaint in US District Court for the Southern District of New York against Justin Sun, the owner of BitTorrent, Inc., a file-sharing platform; three...more

WilmerHale

SEC Insider Trading Enforcement Highlights from 2021

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The Securities and Exchange Commission’s (SEC or Commission) actions in 2021 demonstrate that insider trading remains a key enforcement priority. While the absolute number of insider trading enforcement actions brought by the...more

Wilson Sonsini Goodrich & Rosati

Ninth Circuit Cuts Shareholders More Slack on Section 11 Claims

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In the past several years, the number of claims filed against newly public companies under the Securities Act of 1933 has increased significantly. At the same time, the development of direct listings has given companies...more

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