On June 1, 2023, the U.S. Supreme Court (the Supreme Court) issued a much-anticipated decision in the case captioned Slack Technologies, LLC, fka Slack Technologies, Inc. (Slack), et al. v. Pirani (the Slack Decision), which...more
6/12/2023
/ Corporate Governance ,
Direct Listing ,
Emerging Technology Companies ,
Publicly-Traded Companies ,
SCOTUS ,
Section 11 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Slack ,
Slack Technologies Inc v Pirani ,
Stock Prices
We will be discussing the events that took place in securities litigation, corporate/statutory developments and SEC rulemaking during 2022 and provide insight into anticipated trends and considerations for 2023....more
In case it was not already clear, the U.S. Department of Justice recently confirmed that ensuring the use of cryptocurrency “is safe, and does not imperil our public safety or our national security, is vitally important to...more
10/21/2020
/ Attorney General ,
BSA/AML ,
Cryptocurrency ,
Department of Justice (DOJ) ,
Digital Currency ,
Enforcement Actions ,
FinCEN ,
Foreign Corrupt Practices Act (FCPA) ,
MSB ,
Popular ,
Securities and Exchange Commission (SEC) ,
Virtual Currency
In a three-to-two vote, the U.S. Securities and Exchange Commission adopted a final rule amending its whistleblower program, which pays monetary awards to individuals who voluntarily provide information to the SEC about a...more
The Securities and Exchange Commission (SEC) announced on September 15, 2020, that it charged online esports gaming and gambling platform Unikrn with violations of Section 5 of the Securities Act of 1933 (Securities Act) for...more
9/24/2020
/ Cryptocurrency ,
Dissenting Opinions ,
Enforcement Actions ,
eSports ,
Howey ,
Initial Coin Offering (ICOs) ,
Investment Contract ,
Online Gaming ,
Online Platforms ,
Popular ,
SEC Commissioner ,
Securities and Exchange Commission (SEC) ,
Sports Gambling ,
Unregistered Securities
Impacts of Coronavirus on Commercial Agreements and Public Company Disclosures -
COVID-19, a disease caused by the novel coronavirus, has now spread to at least 70 countries, including the United States. Our thoughts are...more
3/6/2020
/ Breach of Contract ,
Contract Management ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Emergency Management Plans ,
Filing Deadlines ,
Force Majeure Clause ,
Paid Leave ,
Performance Standards ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Sick Leave ,
Workplace Safety
SEC Enforcement Trends for 2016 -
Welcome to the latest edition of Fenwick and West’s Securities Litigation and Enforcement Newsletter. In this newsletter, we look at SEC enforcement trends for 2016, starting with a...more
4/1/2016
/ Accounting Fraud ,
Auditors ,
Confidentiality Agreements ,
Cooperation ,
Dodd-Frank ,
Financial Reporting ,
Foreign Corrupt Practices Act (FCPA) ,
Internal Controls ,
Mary Jo White ,
MCDC ,
Personal Liability ,
Securities and Exchange Commission (SEC) ,
Security-Based Swaps ,
Strategic Enforcement Plan ,
Voluntary Disclosure
The SEC’s enforcement numbers are in for its fiscal year ended September 2015, and to no one’s surprise, the agency filed a record number of enforcement cases. As announced on October 22, 2015, the SEC filed 807 enforcement...more
A recent court decision holding that employees can claim the Fifth Amendment and refuse to unlock password-protected smartphones, even though the phones were issued by their employer for company business, demonstrates the...more
As our last newsletter highlighted, the government is ramping up enforcement investigations against both regulated entities and public companies for perceived cybersecurity failures. Proving the point, on September 22, 2015,...more
The SEC continues to focus on accounting and disclosure violations, including in the area of executive perks disclosure in corporate proxy statements. In the past year, the SEC brought two enforcement cases against executives...more
The Commodity Futures Trading Commission (“CFTC”) and the SEC are flexing their regulatory muscles to rein in securities and commodities rules violations by start-up companies in the virtual currency space. On September 17,...more
In this our second edition of Fenwick’s Securities Litigation and Enforcement Newsletter, we continue to provide you with short insights about timely securities litigation and enforcement developments. This edition’s topics...more
The government has increasingly focused its FCPA enforcement firepower on individuals. On August 31, a Russian official living in Maryland pled guilty to conspiracy to commit money laundering in connection with arranging $2...more
9/24/2015
/ Bank of New York (BNY) Mellon ,
Compliance ,
Corporate Misconduct ,
Criminal Conspiracy ,
Defense Contracts ,
Department of Justice (DOJ) ,
Foreign Corrupt Practices Act (FCPA) ,
Foreign Official ,
Goodyear ,
Guilty Pleas ,
Internships ,
Money Laundering ,
Personal Liability ,
Securities and Exchange Commission (SEC)
The SEC has given the go-ahead to a venture capital firm’s plan to conduct 506(b) private placements online. On August 5, 2015, the Commission issued a no-action letter to Citizen VC, Inc., saying the firm’s proposed online...more
9/23/2015
/ Broker-Dealer ,
Compliance ,
Financial Institutions ,
Financial Markets ,
Investment ,
Investment Portfolios ,
Investors ,
No-Action Letters ,
Online Platforms ,
Private Placements ,
Regulation D ,
Rule 506(c) ,
Securities and Exchange Commission (SEC) ,
Securities Exchanges ,
Venture Capital
The SEC recently issued guidance specifying that whistleblowers do not first have to take their concerns to the SEC in order to be covered by the SEC’s anti-retaliation rule. The guidance clarifies that those whistleblowers...more
9/22/2015
/ Anti-Retaliation Provisions ,
Barnes and Noble ,
Confidentiality Agreements ,
Enforcement Actions ,
Internal Investigations ,
Internal Reporting ,
KBR (formerly Kellogg Brown & Root) ,
Retaliation ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Whistleblowers ,
White Collar Crimes
The government appears to be increasing its enforcement efforts regarding cybersecurity risks. A three-judge panel of the U.S Court of Appeals for the Third Circuit recently held the FTC may bring a claim that a company’s...more
9/21/2015
/ Cyber Attacks ,
Cyber Crimes ,
Cybersecurity ,
Data Breach ,
Data Security ,
Disclosure Requirements ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
FTC Act ,
Hackers ,
Publicly-Traded Companies ,
Section 5 ,
Securities and Exchange Commission (SEC) ,
Target ,
Unfair or Deceptive Trade Practices
A CD or not a CD, That is the Question… That the Auditors Should Have Answered -
A headline-grabbing SEC enforcement action last week against BDO USA and several of its national partners may lead audit firms to insist on...more
9/18/2015
/ Auditors ,
Bank of New York (BNY) Mellon ,
Bribery ,
Compliance ,
Confidentiality Agreements ,
Construction Contracts ,
Criminal Conspiracy ,
Cybersecurity ,
Data Protection ,
Data Security ,
Defense Contracts ,
Department of Justice (DOJ) ,
Embezzlement ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Foreign Corrupt Practices Act (FCPA) ,
Foreign Official ,
Fraud ,
Internal Investigations ,
Internships ,
Money Laundering ,
Nuclear Power ,
Private Placements ,
Regulation D ,
Rule 506(c) ,
Russia ,
SAP America Inc. ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Software ,
Sovereign Wealth Funds ,
Whistleblowers ,
Willful Misconduct
On Monday, September 22, 2014, the SEC announced that it expected to award between $30 and $35 million to a non-U.S. whistleblower who provided the SEC with information about “an ongoing fraud that would have been very...more
The past several years have seen a dramatic increase in the number of enforcement actions brought by the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) under the Foreign Corrupt Practices Act...more