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 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
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
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
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
In the third year of the Trump Administration, the biggest Foreign Corrupt Practices Act ("FCPA") headlines were record corporate fines and penalties, and a banner year of individual FCPA enforcement highlighted by three DOJ...more
2/5/2020
/ Bribery ,
Compliance ,
Corporate Counsel ,
Corruption ,
Criminal Investigations ,
Criminal Prosecution ,
Deferred Prosecution Agreements ,
Department of Justice (DOJ) ,
Disgorgement ,
Enforcement Actions ,
Foreign Corrupt Practices Act (FCPA) ,
Government Officials ,
Securities and Exchange Commission (SEC) ,
White Collar Crimes
We are pleased to present our annual year-end update on financial reporting and issuer disclosure enforcement activity for 2019. This White Paper focuses on the U.S. Securities and Exchange Commission's ("SEC") enforcement...more
1/21/2020
/ Administrative Proceedings ,
Annual Reports ,
Auditor Independence ,
Biotechnology ,
Criminal Prosecution ,
Department of Justice (DOJ) ,
Disgorgement ,
Enforcement Actions ,
Fiscal Year ,
Lucia v SEC ,
Proxy Advisory Firms ,
Retail Investors ,
SCOTUS ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Litigation ,
Securities Violations
The Situation: The U.S. Supreme Court has granted certiorari to consider whether the Securities and Exchange Commission ("SEC") has authority to obtain disgorgement in district court actions.
The Significance: The SEC...more
11/11/2019
/ Administrative Authority ,
Certiorari ,
Disgorgement ,
Enforcement Actions ,
Equitable Relief ,
Kokesh v SEC ,
Lack of Authority ,
Liu v Securities and Exchange Commission ,
Penalties ,
Petition for Writ of Certiorari ,
Regulatory Agencies ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Split of Authority ,
Statute of Limitations
We are pleased to present our annual mid-year update on financial reporting and issuer disclosure enforcement activity for 2019. This White Paper primarily focuses on the U.S. Securities and Exchange Commission's enforcement...more
8/6/2019
/ Audits ,
Compliance ,
Corporate Officers ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
EDGAR ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
False Statements ,
Intent to Defraud ,
Internal Controls ,
Investment Banks ,
Lorenzo v SEC ,
Material Dissemination ,
Misleading Statements ,
Publicly-Traded Companies ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations
The dissemination of false or misleading information can give rise to primary liability.
In Lorenzo v. Securities and Exchange Commission, the Supreme Court held that someone who (with intent to defraud) disseminates a...more
4/4/2019
/ Appeals ,
Enforcement Actions ,
False Statements ,
Fines ,
Intent to Defraud ,
Investment Banks ,
Lorenzo v SEC ,
Material Dissemination ,
Misleading Statements ,
Reaffirmation ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Suspensions
Disclosure alone is not sufficient; material weaknesses need to be actively remediated.
While the SEC's Financial Reporting and Audit Group has been relatively quiet, it started 2019 with a bang, bringing four coordinated...more
2/20/2019
/ Audits ,
Corporate Issuers ,
Disclosure Requirements ,
Enforcement Actions ,
Financial Reporting ,
ICFR ,
Internal Controls ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Violations
In 2018, the SEC continued to pursue many of the same initiatives and objectives it articulated in 2017, including emphasizing retail investor protections and keeping pace with technological change. While stand-alone...more
2/5/2019
/ Corporate Culture ,
Cryptocurrency ,
Disclosure Requirements ,
Enforcement Actions ,
GAAP ,
Initial Coin Offering (ICOs) ,
Internal Controls ,
Investment Adviser ,
PCAOB ,
Publicly-Traded Companies ,
Regulation S-X ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Violations
Under the second year of the Trump Administration, the biggest story was the increase of corporate declinations one year after the DOJ adopted a permanent FCPA policy incentivizing self-disclosure, cooperation, and...more
1/16/2019
/ Corporate Counsel ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Foreign Corporations ,
Foreign Corrupt Practices Act (FCPA) ,
Internal Controls ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Self-Reporting ,
Subsidiaries ,
Trump Administration ,
White Collar Crimes
The Situation: In United States v. Hoskins, the United States Department of Justice ("DOJ") charged a foreign national who worked in France for a British subsidiary of a French company with conspiring to violate the Foreign...more
Chairman Jay Clayton's vision for the Securities and Exchange Commission has largely shaped the first half of 2018, with policies and initiatives focused on the "main street investor" and combating clear cases of outright...more
8/2/2018
/ Administrative Law Judge (ALJ) ,
Anti-Fraud Provisions ,
Cryptocurrency ,
Cybersecurity ,
Enforcement Actions ,
Financial Reporting ,
Initial Coin Offering (ICOs) ,
Popular ,
Publicly-Traded Companies ,
Regulation S-K ,
Rules of Professional Conduct ,
Securities and Exchange Commission (SEC) ,
Whistleblowers