On July 1, 2025, a federal court of appeals held that the SEC's regulation of proxy advice exceeded its authority and the SEC's 2020 proxy advisor regulations are not valid. The court closely tracks the district court's...more
7/2/2025
/ Appeals ,
Corporate Governance ,
Judicial Review ,
Lack of Authority ,
New Legislation ,
Proxy Advisors ,
Proxy Solicitations ,
Proxy Voting ,
Regulatory Authority ,
Securities Exchange Act ,
Securities Regulation ,
Shareholders ,
State and Local Government
The Securities and Exchange Commission ("SEC") is hosting a roundtable discussion on disclosures just weeks after reports of significant increases in executive perks....more
The court rejects the SEC's per se materiality argument and requires proof of a causal connection between the defendant's allegedly inadequate disclosures and purported unlawful profits....more
4/9/2025
/ Appeals ,
Disclosure Requirements ,
Disgorgement ,
Enforcement Actions ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Materiality ,
Sanctions ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Securities Violations
On February 12, 2025, the U.S. Securities and Exchange Commission's ("SEC") Division of Corporation Finance published Staff Legal Bulletin No. 14M ("SLB 14M") relating to the application of the shareholder proposal rules and...more
A new presidential administration is likely to bring change across the federal government, perhaps nowhere more starkly than at the Securities and Exchange Commission ("SEC"), which has greatly expanded its enforcement reach...more
Recently, a senior officer from the SEC's Division of Enforcement defended the penalties the Commission has levied on firms for failing to capture and retain their employees' "off-channel" electronic communications, and, in...more
On January 30, 2024, the Securities and Exchange Commission ("SEC") denied a Petition for Rulemaking to amend SEC Rule 202.5(e), known as the SEC's "no-admit/no-deny" rule or, more pejoratively, the "gag rule."...more
We are pleased to present our latest update on financial reporting and issuer disclosure enforcement activity. This White Paper primarily focuses on the U.S. Securities and Exchange Commission’s (“SEC”) enforcement activity...more
Two SEC commissioners dissented and urged the Commission to provide further guidance on non-fungible tokens ("NFTs")....more
9/7/2023
/ Cryptoassets ,
Cryptocurrency ,
Digital Assets ,
Enforcement Actions ,
Howey ,
Investment Contract ,
Investment Opportunities ,
Non-Fungible Tokens (NFTs) ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions ,
Securities Violations ,
Unregistered Securities
We are pleased to present our latest update on financial reporting and issuer disclosure enforcement activity. This White Paper primarily focuses on the U.S. Securities and Exchange Commission’s (“SEC”) enforcement activity...more
The U.S. Securities and Exchange Commission ("SEC") has charged a group of small companies with making deficient filings on Form 12b-25, harkening back to the SEC's "broken windows" strategy from the last decade....more
A unanimous Supreme Court has confirmed that a claim brought under section 11 of the Securities Act of 1933 ("1933 Act") requires that a plaintiff plead and prove that the shares purchased were issued pursuant to an allegedly...more
In 2020 and the first quarter of 2021, the use of special purpose acquisition companies ("SPACs") as a means of taking companies public grew exponentially. SPAC IPOs raised a total of more than $160 billion in that five...more
The proposed amendments to the rules governing the whistleblower program, if adopted, would reverse prior amendments and provide further and significant financial incentives for whistleblowers to report potential violations...more
2/14/2022
/ Corporate Counsel ,
Corporate Misconduct ,
Enforcement Actions ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations ,
Whistleblower Awards ,
Whistleblower Protection Policies ,
Whistleblowers
The use of SPACs has reached unprecedented levels, but recent pronouncements from the SEC may signal heightened enforcement and litigation risk for SPACs, as well as their sponsors, officers and directors, and auditors.
The...more
The Securities and Exchange Commission ("SEC") charges a special purpose acquisition company ("SPAC"), its CEO, and sponsor, as well as the merger acquisition target, with securities law violations, resulting in significant...more