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
The U.S. Supreme Court unanimously held in Digital Realty Trust, Inc. v. Somers that whistleblowers must report alleged misconduct to the Securities and Exchange Commission in order to benefit from Dodd-Frank's...more
2/26/2018
/ Anti-Retaliation Provisions ,
Digital Realty Trust Inc v Somers ,
Dodd-Frank ,
Internal Reporting ,
Reporting Requirements ,
Retaliation ,
Sarbanes-Oxley ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Whistleblower Protection Policies ,
Whistleblowers
2017 will most likely be remembered as a year of transition, as the Securities and Exchange Commission’s enforcement actions indicate, at least in the near term, an emphasis on specific initiatives and retail investor...more
2/1/2018
/ Annual Reports ,
Anti-Retaliation Provisions ,
Audit Committee ,
Cybersecurity ,
Disclosure Requirements ,
Dodd-Frank ,
Enforcement Actions ,
GAAP ,
Internal Reporting ,
Item 303 ,
Non-GAAP Financial Measures ,
Regulation S-K ,
Reporting Requirements ,
Sanctions ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Whistleblower Protection Policies