The First Circuit, in a closely watched securities case, reversed a $93 million summary judgment ruling for the Securities and Exchange Commission this April. ...more
5/1/2025
/ Causation ,
Corporate Counsel ,
Disgorgement ,
Failure To Disclose ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Materiality ,
Revenue Sharing ,
Reversal ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Summary Judgment
In a March 12, 2025 no-action letter, the SEC staff provided commonsense guidance relating to verification of accredited investor status under rule 506(c). The guidance aligns with industry practice and has the potential to...more
Recently, the Securities and Exchange Commission announced the creation of a Cyber and Emerging Technologies Unit (CETU), a group of 30 fraud specialists and attorneys spread across the SEC's offices around the country to...more
A recent executive order (EO) and Department of Justice (DOJ) policy statement issued in the first weeks of February signal a potentially dramatic shift in the DOJ's approach to enforcing the Foreign Corrupt Practices Act...more
2/19/2025
/ Compliance ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Enforcement Priorities ,
Executive Orders ,
Foreign Corrupt Practices Act (FCPA) ,
Multinationals ,
National Security ,
Policies and Procedures ,
Public Policy ,
Trump Administration
With the annual report season underway, calendar year-end public companies are finalizing annual reports on Forms 10-K and 20-F. Risk factors are a key area requiring potential updates to these public filings. Generally, the...more
2/18/2025
/ Annual Reports ,
Disclosure Requirements ,
Environmental Litigation ,
Environmental Protection Agency (EPA) ,
Form 10-K ,
PFAS ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Toxic Chemicals
On November 21, 2024, a federal District Court judge in the Northern District of Texas found the Securities and Exchange Commission (SEC) acted without lawful, statutory authority in creating its new Dealer Rule....more
The Department of Justice's Criminal Division is "using more tools than ever before to identify corporate misconduct and to encourage companies to be good corporate citizens," according to Nicole Argentieri, Principal Deputy...more
10/9/2024
/ Artificial Intelligence ,
Chief Compliance Officers ,
Compliance ,
Compliance Monitoring ,
Corporate Misconduct ,
Department of Justice (DOJ) ,
Financial Institutions ,
Internal Controls ,
Know Your Customers ,
New Guidance ,
Risk Management
In a landmark decision issued last week, SEC v. Jarkesy, the Supreme Court held that the Seventh Amendment guarantees a defendant a jury trial when the SEC seeks civil penalties against the defendant for committing securities...more
7/8/2024
/ Administrative Authority ,
Administrative Law Judge (ALJ) ,
Administrative Proceedings ,
Article II ,
Article III ,
Civil Monetary Penalty ,
Constitutional Challenges ,
Enforcement Actions ,
Judicial Authority ,
Jury Trial ,
SCOTUS ,
SEC v Jarkesy ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Regulation ,
Seventh Amendment
In SEC v. Govil, No. 22-1658, 2023 WL 7137291 (2d Cir. Oct. 31, 2023), the United States Court of Appeals for the Second Circuit made clear that, in the Second Circuit, the disgorgement remedy available to the SEC pursuant to...more
The SEC’s Division of Examinations got a head start this fiscal year, announcing its 2024 Examination Priorities (2024 Priorities) at the beginning of the fiscal year for the first time. This novel approach likely signifies...more
10/25/2023
/ Broker-Dealer ,
Compliance ,
Conflicts of Interest ,
Investment Adviser ,
Market Participants ,
Municipal Advisers ,
Regulation Best Interest ,
Retail Investors ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Transfer Agents