Securities Exchange Act, Securities and Exchange Commission (SEC), Failure To Disclose

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

BCLP on 12/19/2024

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

Nutter Securities Enforcement Update: Oct. 1 Quarterly Review

Nutter McClennen & Fish LLP on 10/14/2024

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

Why Can’t We Be Friends?

BCLP on 10/8/2024

Recently, the SEC announced settled charges against a former chairman/CEO and director of Church & Dwight Co. Inc., for violating proxy disclosure rules by standing for election as an independent director without informing...more

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

BCLP on 8/21/2024

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

Nutter Securities Enforcement Update: March 1, 2024

Nutter McClennen & Fish LLP on 4/5/2024

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

Item 303 Circuit Split to be Heard in the Next SCOTUS Term

Vinson & Elkins LLP on 10/10/2023

On September 29, 2023, the U.S. Supreme Court agreed to weigh in on the validity of a familiar allegation in private securities litigation—that a failure to disclose under Item 303 of Regulation S-K (“Item 303”) supports a...more

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

WilmerHale on 8/29/2023

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

$35M SEC Settlement Underscores Processes, Procedures Ensuring Appropriate Public Disclosures

Jackson Lewis P.C. on 3/28/2023

In a $35 million settlement that emphasizes the “S” for social in Environmental, Social and Corporate Governance (ESG) issues in public filings, publicly traded video game developer Activision Blizzard, Inc. has agreed with...more

Top 5 SEC Enforcement Developments for January 2023

Morrison & Foerster LLP on 2/20/2023

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. This...more

Not Lovin’ It: SEC’s Settlement With McDonald’s Former CEO Highlights Continued Focus on Executive-Related Disclosures

Vinson & Elkins LLP on 1/25/2023

On January 9, 2023, the Securities and Exchange Commission (“SEC”) issued a cease-and-desist order (the “Order”)1 charging McDonald’s Corporation (“McDonald’s”) and its ex-CEO, Stephen Easterbrook, with multiple disclosure...more

A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition

Goodwin on 5/19/2021

A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition; Under Armour to Pay $9M to Settle SEC Charges Involving Disclosure Failures; First Circuit Upholds Decision Applying Federal...more

Under Armour Inc. Pulls Sales Forward, SEC and Stockholders Push Back

Proskauer - Corporate Defense and Disputes on 5/18/2021

As the culmination of an SEC investigation into Under Armour Inc.’s “pull forward” practice leads to charges, Under Armour agrees to cease and desist and settles for $9 million....more

2020 Year In Review Securities Litigation Against Technology Companies

Goodwin on 4/28/2021

In many ways, 2020 was an unprecedented year. In midMarch, the United States abruptly went into lockdown as coronavirus cases began to spike; a national emergency was declared, travel bans and gathering restrictions were...more

Blog: SEC charges company for failure to disclose material trends

Cooley LLP on 2/21/2020

The SEC has just settled an action against Diageo PLC, a producer of liquor, wine and beer, for failure to disclose known trends and uncertainties. Diageo’s omission resulted in materially misleading disclosures regarding...more

District Of Nevada Denies Motion To Dismiss Putative Class Action Against Life Science Company Alleging Misstatements Regarding...

A&O Shearman on 12/20/2019

On December 10, 2019, Judge Jennifer A. Dorsey of the United States District Court for the District of Nevada denied a motion to dismiss a putative securities class action asserting claims under Section 10(b) of the...more

District Of Kansas Allows Exchange Act Claims Against Financial Services Company To Proceed, Finding That Plaintiffs Adequately...

A&O Shearman on 12/10/2019

On December 3, 2019, Judge John W. Lungstrum of the United States District Court for the District of Kansas denied a motion to dismiss a putative securities class action involving claims brought under Sections 10(b) and 20(a)...more

SEC: Here Is When Loss Contingencies Must Be Disclosed and Reserved

Faegre Drinker Biddle & Reath LLP on 10/2/2019

When confronted with government inquiries, public companies commonly grapple with the issue of when events have escalated to the point that they are subject to disclosure obligations—or, further yet, require recognition as a...more

Blog: Failure to disclose “revenue management scheme” leads to SEC action

Cooley LLP on 9/19/2019

In this Enforcement Order, the SEC described a “revenue management scheme” orchestrated by the respondent, Marvell Technology Group, and the imposition on Marvell of a $5.5 million penalty and cease-and-desist order—not...more

Southern District Of Florida Dismisses Putative Class Action Against Beverage Company For Failure To Adequately Allege...

A&O Shearman on 9/4/2019

On August 29, 2019, Judge K. Michael Moore of the United States District Court for the Southern District of Florida dismissed a putative class action against National Beverage Corporation and certain of its officers asserting...more

D.C. Circuit Clarifies "Willfulness" Requirement For Investment Advisers Act Violations, In Decision With Possible Ramifications...

A&O Shearman on 5/7/2019

On April 30, 2019, the United States Court of Appeals for the District of Columbia Circuit vacated an aggregate $150,000 in fines that the U.S. Securities and Exchange Commission (“SEC”) had levied against an investment...more

SEC Announces Yahoo Will Pay $35 Million for Failure to Disclose Data Security Incident

Jones Day on 5/18/2018

The Situation: The SEC accused Altaba Inc., then known as Yahoo! Inc., of misleading investors by failing to disclose a major data breach orchestrated by Russian hackers. The Result: Altaba has agreed to pay $35 million to...more

The SEC Fines Yahoo for Alleged Failure to Disclose CyberBreach

Poyner Spruill LLP on 5/10/2018

The Securities and Exchange Commission (SEC) has undertaken its first enforcement action in connection with a public company’s failure to timely disclose cyber-issues. Last month, Altaba Inc., the former Yahoo! Inc. (Yahoo!),...more

It’s a material world - why the SEC’s Yahoo! penalty really matters

Eversheds Sutherland (US) LLP on 5/7/2018

In the aftermath of the April 24, 2018, Securities and Exchange Commission (SEC) statement announcing its penalty against Altaba Inc., formerly Yahoo! Inc. (Yahoo!), for failing to timely report a massive data breach,...more

Yahoo! Settlement Affirms SEC's Focus on Cybersecurity Disclosures

Williams Mullen on 5/4/2018

In late April 2018, the SEC and Altaba (formerly known as Yahoo!) agreed to a $35 million penalty to settle charges that Yahoo! misled investors by failing to disclose to investors its December 2014 data breach in which...more

Altaba (Yahoo) Agrees to Pay $35 million Penalty as SEC Continues to Emphasize Importance of Cybersecurity Data Breach Disclosures

Arnall Golden Gregory LLP on 5/4/2018

On April 24, 2018, the Securities and Exchange Commission (the “SEC”) announced that Altaba Inc. (f/k/a Yahoo! Inc.) agreed to pay a $35 million penalty relating to charges that it misled investors with respect to disclosure...more

Securities Exchange Act › Securities and Exchange Commission (SEC) › Failure To Disclose

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