On Thursday, February 20, the U.S. Securities and Exchange Commission (“SEC”) announced that it created a Cyber and Emerging Technologies Unit (“CETU”) to combat cyber-focused financial misconduct. The announcement reflects a...more
SEC Rule 10b5-1 plans have long provided an effective means for corporate insiders to buy and sell their own company’s securities without fear of civil or criminal insider trading liability, but these plans have come under...more
6/25/2021
/ Administrative Orders ,
Disclosure Requirements ,
EDGAR ,
Enforcement Actions ,
Good Faith ,
Insider Trading ,
Internal Controls ,
Proposed Legislation ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Trading Plans ,
Transparency
The global COVID-19 pandemic, severe weather events, and the social unrest unleashed in the United States over the past year have amplified the role of Environmental, Social and Governance (“ESG”) as a driving factor in...more
On February 16, 2021, the SEC filed a litigated civil complaint in the Southern District of New York against Morningstar Credit Ratings LLC, a former Nationally Recognized Statistical Rating Organization (“NRSRO”) alleging...more
3/18/2021
/ Civil Monetary Penalty ,
CMBS ,
Credit Ratings ,
Disclosure Requirements ,
Disgorgement ,
Enforcement Actions ,
Injunctive Relief ,
Internal Controls ,
NRSRO ,
Policies and Procedures ,
Rating Agencies ,
Securities and Exchange Commission (SEC)
SEC Enforcement and Exams Likely to Focus More on Private Funds in the New Administration -
For the next several weeks and months, intense focus will be trained on determining the priorities of the Biden administration. We...more
2/2/2021
/ Annual Reports ,
Biden Administration ,
Confidential Information ,
Conflicts of Interest ,
Coronavirus/COVID-19 ,
Cybersecurity ,
EBITDA ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Fees ,
Investigations ,
Investment Adviser ,
Investment Companies ,
Private Funds ,
Ransomware ,
Risk Alert
On June 22, 2020, in Liu v. SEC, the Supreme Court held in an 8-1 decision that the SEC is authorized under 15 U.S.C. § 78u(d)(5) (2015) to seek disgorgement as “equitable relief” in district court actions, as long as the...more
7/13/2020
/ 15 U.S.C. § 78u(d)(5) ,
Administrative Authority ,
Business Expenses ,
Calculation of Damages ,
Corporate Misconduct ,
Disgorgement ,
Enforcement Actions ,
Equitable Relief ,
Kokesh v SEC ,
Lack of Authority ,
Liu v Securities and Exchange Commission ,
Net Profits ,
Remedies ,
SCOTUS ,
Securities and Exchange Commission (SEC)
In June 2017, the Supreme Court held in Kokesh v. SEC that SEC disgorgement is a penalty, rather than an equitable remedy, and thus subject to the five-year statute of limitations codified in 28 U.S.C. § 2462. More than two...more
9/17/2019
/ Commercial Insurance Policies ,
Criminal Prosecution ,
Disgorgement ,
Enforcement Actions ,
Enforcement Authority ,
Indemnification ,
Kokesh v SEC ,
Penalties ,
Popular ,
Securities and Exchange Commission (SEC) ,
Statute of Limitations
On January 28, 2019, FINRA announced a novel leniency initiative that will offer no-fine enforcement resolutions for member firms that self-report supervisory deficiencies related to recommendations of 529 savings plans and...more
In the wake of the Supreme Court’s unanimous decision in Kokesh v. SEC, which defined disgorgement as a penalty subject to the five-year statute of limitations, we observed that the decision was likely to have far-reaching...more
In recent years, the U.S. Securities and Exchange Commission’s Office of Inspections and Examinations (“OCIE”) has prioritized, in its examinations, the review of the fee billing and expense practices of investment advisers....more
In the week since the Supreme Court’s unanimous decision in Kokesh v. SEC, which rejected the Securities and Exchange Commission’s longstanding position that disgorgement was an equitable remedy not subject to the five-year...more
6/14/2017
/ Disgorgement ,
Enforcement Actions ,
Financial Services Industry ,
Investment Management ,
Kokesh v SEC ,
Misappropriation ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Statute of Limitations ,
White Collar Crimes
House Financial Services Committee Votes To Repeal And Replace Dodd-Frank -
On September 13th, the House Financial Services Committee approved the Financial CHOICE Act of 2016 to repeal and replace key parts of the 2010...more
10/5/2016
/ Broker-Dealer ,
Class Action ,
Commercial Real Estate Market ,
Consumer Financial Protection Bureau (CFPB) ,
Cyber Threats ,
Dodd-Frank ,
Enforcement Actions ,
Financial Institutions ,
FinTech ,
FSOC ,
OCC ,
Private Equity ,
Securities and Exchange Commission (SEC) ,
Whistleblowers
The Securities and Exchange Commission announced two settled enforcement actions against private equity fund advisers last week involving certain fee practices and potential conflicts of interest. Consistent with its...more
9/1/2016
/ Administrative Proceedings ,
Conflicts of Interest ,
Disclosure Requirements ,
Enforcement Actions ,
Excessive Fees ,
Investment Advisers Act of 1940 ,
Private Equity Funds ,
Registration Requirement ,
Securities and Exchange Commission (SEC) ,
Settlement ,
Transparency
On June 23, 2016, the SEC instituted a settled enforcement action against Merrill Lynch, Pierce, Fenner & Smith Inc. and Merrill Lynch Professional Clearing Corp. (collectively, “Merrill”), in which Merrill agreed to pay $415...more