Key Points
- Between September 2020 and March 2021, at least 35 SPACs have been hit with one or more shareholder lawsuits filed in New York state court.
- These lawsuits generally allege that SPAC directors breached...more
Amendments Come on the Heels of Supreme Court Decisions on SEC Disgorgement -
On January 1, 2021, Congress passed the National Defense Authorization Act (NDAA). Embedded in the NDAA’s more than 1,400 pages is Section...more
In AB Stable VIII LLC v. Maps Hotels and Resorts One LLC, the Delaware Court of Chancery issued a precedential decision addressing whether a buyer could walk away from an M&A transaction because the target company’s responses...more
In a recent precedential decision, the 2nd Circuit held that funds could delegate beneficial ownership to their investment managers, thereby eliminating the funds’ disgorgement liability under Section 16(b) of the Securities...more
12/4/2020
/ Amicus Briefs ,
Appellate Courts ,
Beneficial Owner ,
Disgorgement ,
General Partnerships ,
Investment Adviser ,
Investment Management ,
Limited Partnerships ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
- The OCIE of the SEC highlights that responses to COVID-19 present important regulatory and compliance issues for SEC registrants, including “heightened risks of misconduct” tied to recent market volatility.
- The Risk...more
8/21/2020
/ Asset Management ,
Broker-Dealer ,
Business Continuity Plans ,
Business Operations ,
Compliance ,
Conflicts of Interest ,
Coronavirus/COVID-19 ,
Cybersecurity ,
Data Protection ,
Fees ,
Financial Transactions ,
Investment Adviser ,
Investment Fraud ,
Investment Management ,
Investors ,
OCIE ,
Personally Identifiable Information ,
Policies and Procedures ,
Popular ,
Remote Working ,
Risk Alert ,
Securities and Exchange Commission (SEC) ,
Supervision
- In the age of broad corporate teleworking brought on by COVID-19, OCIE of the SEC has observed during recent examinations that investment advisers, broker-dealers and investment companies are subject to an increased threat...more
7/16/2020
/ Broker-Dealer ,
Cyber Attacks ,
Cybersecurity ,
Data Breach ,
Financial Services Industry ,
Homeland Security Cybersecurity & Infrastructure Security Agency (CISA) ,
Incident Response Plans ,
Investment Management ,
Malware ,
OCIE ,
Popular ,
Ransomware ,
Risk Alert ,
Securities and Exchange Commission (SEC)
- On June 23, 2020, the SEC and OCIE issued its latest Risk Alert describing common deficiencies it has observed in recent examinations of registered investment advisers that manage private equity funds or hedge funds.
-...more
7/6/2020
/ Conflicts of Interest ,
Enforcement Actions ,
Fees ,
Hedge Funds ,
Investment Management ,
Non-Public Information ,
OCIE ,
Policies and Procedures ,
Private Equity Funds ,
Registered Investment Advisors ,
Risk Alert ,
Securities and Exchange Commission (SEC)
- In Liu v. SEC, No. 18-1501, the Supreme Court upheld the SEC’s ability to obtain disgorgement as a form of equitable relief in civil actions in federal court, pursuant to 15 U.S.C. § 78u(d)(5).
- However, the Court...more
6/30/2020
/ 15 U.S.C. § 78u(d)(5) ,
Administrative Authority ,
Business Expenses ,
Calculation of Damages ,
Corporate Misconduct ,
Disgorgement ,
Enforcement Actions ,
Equitable Relief ,
Kokesh v SEC ,
Lack of Authority ,
Liu v Securities and Exchange Commission ,
Net Profits ,
Remedies ,
SCOTUS ,
Securities and Exchange Commission (SEC)
- DOJ’s update offers additional insights into its approach to evaluating corporate compliance programs.
- The update places emphasis on compliance programs that are continuously improving, data driven and supported with...more
6/12/2020
/ Acquisitions ,
Chief Compliance Officers ,
Compliance ,
Corporate Governance ,
Corporate Misconduct ,
Department of Justice (DOJ) ,
Due Diligence ,
Mergers ,
Policies and Procedures ,
Risk Assessment ,
Risk Management ,
Third-Party Risk
- The 2nd Circuit has affirmed two lower court decisions dismissing complaints alleging violations of Section 16(b) of the Securities Exchange Act. In so holding, the 2nd Circuit ruled that an investment advisor’s client does...more
- The COVID-19 crisis creates heightened risk of improper financial reporting.
- Audit committees can and should take steps to help prevent such frauds.
- Audit Committees should maintain the appropriate tone at the...more