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
The U.S. Supreme Court held that courts should consider the generic nature of a misrepresentation when assessing price impact in securities-fraud suits and that defendants bear the burden of persuasion to prove a lack of...more
6/28/2021
/ Arkansas Teacher Retirement System v Goldman Sachs Group ,
Basic v Levinson ,
Burden of Persuasion ,
Burden of Proof ,
Certiorari ,
Class Action ,
Class Certification ,
Conflicts of Interest ,
Goldman Sachs ,
Investors ,
Presumption of Reliance ,
SCOTUS ,
Securities Exchange Act ,
Securities Litigation ,
Shareholders
On May 19, 2021, the SEC announced an award of more than $28 million to a whistleblower whose tip led the SEC and the DOJ to reach a combined $281 million FCPA settlement with a U.S.-based manufacturer of electronic systems...more
6/23/2021
/ Anti-Corruption ,
Biden Administration ,
Compliance Management Systems ,
Corruption ,
Enforcement Actions ,
Enforcement Guidance ,
Foreign Corrupt Practices Act (FCPA) ,
Internal Reporting ,
Securities and Exchange Commission (SEC) ,
Whistleblower Awards ,
Whistleblowers ,
White Collar Crimes
The Situation: On May 12, 2021, the Court of Justice for the European Union ("CJEU") held that European Union ("EU") and Schengen Area member states cannot make an arrest pursuant to an Interpol Red Notice if the person to be...more
The Situation: The Securities and Exchange Commission’s Division of Examinations ("EXAMS") released a Risk Alert on March 29, 2021, reminding broker-dealers of their obligation to comply with anti-money laundering ("AML")...more
SEC Whistleblower Awards to 40 individuals in 2021 surpass total awards in fiscal year 2020.
On March 29, 2021, the Securities and Exchange Commission ("SEC") announced an award of more than $500,000 to a whistleblower who...more
A recent Reg FD SEC enforcement action against AT&T may signal a renewed focus by the SEC that warrants public companies to assess their disclosure processes.
On March 5, 2021, the SEC charged AT&T and three executives...more
The Situation: President Joe Biden nominated Gary Gensler, former Chairman of the Commodity Futures Trading Commission ("CFTC") under the Obama administration, for Chairman of the Securities and Exchange Commission ("SEC"). ...more
The New York Department of Financial Services ("NYDFS") fined a mortgage bank $1.5 million for violations of New York's Cybersecurity Regulation, including failure to report a past cyber incident.
On March 3, 2021, the...more
The recent SEC settlement with Gulfport Energy and its former CEO suggests a hard line approach to executive perks and compensation disclosures, even where expenses relate to business activities.
On February 24, 2021, the...more
2020 was another active year for securities litigation in the United States. Federal securities class actions continued to be filed at record levels notwithstanding the COVID-19 pandemic. In fact, a number of those newly...more
2/8/2021
/ Attorney-Client Privilege ,
Class Action ,
Class Certification ,
Corporate Counsel ,
D&O Insurance ,
Derivative Suit ,
Forum Selection ,
Loss Causation ,
Pleading Standards ,
Scienter ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Short-Swing Trading ,
Special Purpose Acquisition Companies (SPACs)
The second half of 2020 saw U.S. Securities and Exchange Commission ("SEC") enforcement activity continue to rebound from deep uncertainty and change caused by the COVID-19 pandemic. All told, the SEC—despite a full-scale...more
The Situation: Use by outside directors of non-company email accounts or other non-secure platforms to conduct board business risks waiver of the board's privilege. Even if the privilege is maintained, use of such an account...more
In 2020, the biggest Foreign Corrupt Practices Act (“FCPA”) headline was the record-shattering global anticorruption enforcement fines and penalties collected by foreign regulators in actions involving a coordinated FCPA...more
1/13/2021
/ Anti-Corruption ,
Biden Administration ,
Bribery ,
Compliance ,
Corporate Counsel ,
Corruption ,
Criminal Investigations ,
Criminal Prosecution ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Foreign Corrupt Practices Act (FCPA) ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
White Collar Crimes
International businesses operate in an environment in which there is an expansion of corporate criminal liability and a trend toward imposing greater demands on corporate compliance and self-governance. Resolutions of...more
The highest award in the history of the SEC whistleblower program is issued to an employee who repeatedly reported misconduct internally before alerting the SEC.
On October 22, 2020, the U.S. Securities and Exchange...more
Companies should consider review of their compliance programs and procedures for addressing internal complaints or tips of potential misconduct.
On September 23, 2020, the Securities and Exchange Commission ("SEC") adopted...more
9/29/2020
/ Anti-Retaliation Provisions ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Internal Reporting ,
Policies and Procedures ,
Proposed Amendments ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Whistleblower Awards ,
Whistleblower Protection Policies ,
Whistleblowers
We are pleased to present our annual mid-year update on financial reporting and issuer disclosure enforcement activity for 2020. This White Paper focuses on the U.S. Securities and Exchange Commission's ("SEC") enforcement...more
8/18/2020
/ Compliance ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Disgorgement ,
FCPA Resource Guide ,
Financial Reporting ,
Financial Statements ,
Foreign Corrupt Practices Act (FCPA) ,
Liu v Securities and Exchange Commission ,
MD&A Statements ,
New Guidance ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Rule 10b-5 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC)
New efforts by states to incentivize whistleblowers financially underscore the importance of comprehensive corporate compliance programs that effectively address all internal reports of potential misconduct that may...more
8/18/2020
/ Anti-Retaliation Provisions ,
CFTC ,
Dodd-Frank ,
Enforcement Actions ,
Financial Services Industry ,
Hedge Funds ,
NASAA ,
Policies and Procedures ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Whistleblower Protection Policies ,
Whistleblowers
The Situation: On July 3, 2020, the Department of Justice ("DOJ") and the Securities and Exchange Commission ("SEC") published a second edition of the "Resource Guide to the Foreign Corrupt Practices Act," almost eight years...more
7/14/2020
/ Anti-Bribery ,
Anti-Corruption ,
Civil Forfeiture ,
Compliance ,
Controlled Foreign Corporations ,
Department of Justice (DOJ) ,
Disgorgement ,
FCPA Corporate Enforcement Policy (CEP) ,
FCPA Resource Guide ,
Foreign Corrupt Practices Act (FCPA) ,
Kokesh v SEC ,
Liu v Securities and Exchange Commission ,
Securities and Exchange Commission (SEC)
The Court holds that the Securities and Exchange Commission ("SEC") can continue to seek disgorgement from wrongdoers, while narrowing the remedy to net profits that are returned to victims.
In Liu v. SEC, 591 U.S. ___...more
6/25/2020
/ 15 U.S.C. § 78u(d)(5) ,
Business Expenses ,
Corporate Misconduct ,
Disgorgement ,
Enforcement Actions ,
Equitable Relief ,
Foreign Corrupt Practices Act (FCPA) ,
Insider Trading ,
Internal Controls ,
Liu v Securities and Exchange Commission ,
SCOTUS ,
Securities and Exchange Commission (SEC)
The Situation: The Department of Justice ("DOJ") has updated its "Evaluation of Corporate Compliance Programs" guidance for prosecutors.
The Result: The updates provide additional insights into the factors the DOJ is...more
6/11/2020
/ Anti-Corruption ,
Chief Compliance Officers ,
Compliance ,
Compliance Management Systems ,
Corporate Governance ,
Department of Justice (DOJ) ,
Internal Controls ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Strategic Planning ,
White Collar Crimes
The Situation: The Securities and Exchange Commission ("SEC") has announced a string of substantial whistleblower awards totaling $54 million since April 1, 2020.
The Result: The financial incentives for employees or third...more
While the Securities and Exchange Commission ("SEC") is currently focused on maintaining orderly markets, and extending exemptions from reporting and delivery requirements for entities affected by the coronavirus (COVID-19),...more