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
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
On September 4, 2024, U.S. Securities and Exchange Commission ("SEC") Chair Gary Gensler reiterated concerns about artificial intelligence-related ("AI") disclosures and the need for companies to communicate accurately about...more
10/24/2024
/ Artificial Intelligence ,
Boilerplate Language ,
Broker-Dealer ,
Class Action ,
Disclosure Requirements ,
Investment Adviser ,
Machine Learning ,
Misrepresentation ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations ,
Shareholder Litigation
On September 10, 2024, the SEC settled charges against Keurig for "incomplete and inaccurate" ESG disclosures about the recyclability of Keurig's K-Cup pods, signaling a continued focus on environmental-related disclosures...more
In the wake of the U.S. Supreme Court's recent Jarkesy decision, the U.S. Securities and Exchange Commission ("SEC") dismissed two contested Rule 102(e) proceedings against accountants, suggesting that the agency believes...more
The U.S. District Court for the Southern District of New York dismissed the majority of claims that the Security and Exchange Commission ("SEC") asserted against SolarWinds, including claims that the company's alleged...more
Seventh Amendment entitles defendants to jury trials when the SEC seeks civil penalties for securities fraud. ...more
The U.S. Department of Justice ("DOJ") won at trial in its first insider trading prosecution against an executive based exclusively on his sales of stock under 10b5-1 trading plans....more
The United States Supreme Court in Macquarie Infrastructure Corp. v. Moab Partners, L.P., No. 22-1165, ruled that a corporation is not liable under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 for...more
4/29/2024
/ Disclosure Requirements ,
Item 303 ,
Macquarie Infrastructure Corp v Moab Partners LP ,
Misleading Statements ,
Omissions ,
Regulation S-K ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Fraud ,
Securities Violations
The Securities and Exchange Commission ("SEC") won at trial in its first "shadow trading" case, holding a corporate official liable for insider trading for using nonpublic information about his company's acquisition to trade...more
4/19/2024
/ Acquisition Agreements ,
Enforcement Actions ,
Insider Trading ,
Material Nonpublic Information ,
Pharmaceutical Industry ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Securities Violations ,
Third-Party
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
During 2023, securities lawsuit filings rose for the first time in four years. Settlements declined last year; there were nine mega-settlements of more than $100 million, including a $1 billion settlement. Case filings...more
2/28/2024
/ Class Certification ,
Cryptocurrency ,
False Statements ,
Fiduciary Duty ,
Financial Institutions ,
Financial Services Industry ,
Misleading Statements ,
Scienter ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Securities Regulation ,
Securities Violations ,
Special Purpose Acquisition Companies (SPACs) ,
Standing ,
Statute of Limitations
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
Foreign Corrupt Practices Act (“FCPA”) enforcement continues to slowly rebound from pre-pandemic levels. In 2023, the Department of Justice (“DOJ”) and the Securities and Exchange Commission (“SEC”) resolved 13 corporate FCPA...more
As public companies increasingly discuss their artificial intelligence ("AI") capabilities, the U.S. Securities and Exchange Commission ("SEC") reminds us that it is closely watching these claims....more
In light of the DOJ’s most recent guidance on the use of personal devices and third-party messaging applications by corporate personnel, this White Paper addresses issues and challenges that companies are facing in this area...more
10/18/2023
/ CFTC ,
Compliance ,
Cybersecurity ,
Data Collection ,
Data Privacy ,
Data Protection ,
Department of Justice (DOJ) ,
Electronic Communications ,
Financial Industry Regulatory Authority (FINRA) ,
Guidance Update ,
Instant Messaging Apps ,
Mobile Devices ,
Policies and Procedures ,
Securities and Exchange Commission (SEC) ,
White Collar Crimes ,
Workplace Communication
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
In Short -
The Situation: Following a cyberattack on a law firm's systems, the Securities and Exchange Commission ("SEC") subpoenaed the firm for information, including the identity of clients whose information may have...more
8/15/2023
/ Cyber Attacks ,
Cybersecurity ,
Data Breach ,
Data Protection ,
Data Security ,
Discovery ,
Enforcement Actions ,
Evidence ,
Fourth Amendment ,
Government Investigations ,
Hackers ,
Material Nonpublic Information ,
Personally Identifiable Information ,
Securities and Exchange Commission (SEC) ,
Subpoenas
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
While there are a number of ways in which organizations may become aware of potential wrongdoing internally, perhaps the most significant for its legal and compliance teams is internal reporting, or “whistleblowing,” by...more
5/15/2023
/ Cross-Border ,
Cross-Border Transactions ,
Employment Rights Act ,
EU ,
Financial Conduct Authority (FCA) ,
Foreign Nationals ,
Securities and Exchange Commission (SEC) ,
UK ,
United Arab Emirates (UAE) ,
Whistleblower Protection Policies ,
Whistleblowers
The largest-ever award highlights the importance of whistleblowers to the SEC's biggest cases.
On May 5, the U.S. Securities and Exchange Commission ("SEC") awarded $279 million to a whistleblower, the agency's largest...more
Each year, the Department of Justice ("DOJ"), the Securities and Exchange Commission ("SEC"), and in recent years, the Commodity Futures Trading Commission ("CFTC") dedicate substantial resources to investigating and...more