Earlier this year, the U.S. Court of Appeals for the First Circuit vacated and remanded a $93 million district court judgment entered against a broker-dealer and investment adviser for allegedly inadequate disclosures of...more
7/31/2025
/ Appellate Courts ,
Broker-Dealer ,
Disclosure Requirements ,
Disgorgement ,
Form ADV ,
Investment Advisers Act of 1940 ,
Judicial Review ,
Jury Trial ,
Legal History ,
Materiality ,
Remand ,
Reversal ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Summary Judgment
In a significant turn of events on July 2, 2025, the SEC, SolarWinds Corp. and its Chief Information Security Officer (CISO), Timothy Brown, announced through a joint letter to the U.S. District Court for the Southern...more
7/18/2025
/ Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Enforcement Actions ,
Investors ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Settlement ,
Settlement Negotiations ,
SolarWinds ,
Stays ,
Technology Sector
The SEC on June 2, 2025, filed a complaint against David A. Nagler and New Line Capital LLC (Defendants) in the U.S. District Court for the District of New Mexico for allegedly breaching their fiduciary duties and defrauding...more
7/17/2025
/ Breach of Duty ,
Conflicts of Interest ,
Disclosure Requirements ,
Elder Abuse ,
Enforcement Actions ,
Fees ,
Fiduciary Duty ,
Fraud ,
Investment Adviser ,
Penalties ,
Pending Litigation ,
Securities and Exchange Commission (SEC)
Like a fashion trend that never fails to come back in style (we look fabulous in baggy jeans, btw), we're revisiting SEC enforcement actions involving public company executive perquisites – or "perks" – a topic we have...more
1/31/2025
/ Cooperation ,
Corporate Governance ,
Disclosure Requirements ,
Employee Benefits ,
Enforcement Actions ,
Executive Compensation ,
Perks ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Settlement
The SEC was increasingly active in fiscal year (FY) 2024 in pursuing enforcement actions involving cybersecurity incidents and artificial intelligence (AI) (query how long society will continue to define AI; harkens to the...more
As part of its formal fiscal year (FY) 2024 priorities, the SEC's Division of Examinations identified the review of investment advisers to private funds as a key priority. Fresh off the implementation of the Marketing Rule in...more
The SEC on Oct. 22, 2024, announced charges against four companies for allegedly making materially misleading disclosures concerning the impact of cybersecurity incidents associated with the compromised SolarWinds' Orion...more
10/31/2024
/ Chief Information Security Officer (CISO) ,
Civil Monetary Penalty ,
Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Form 8-K ,
Material Misrepresentation ,
Misleading Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Software ,
SolarWinds
This Holland & Knight blog post is the second installment in a two-part series that examines the challenges to the U.S. Securities and Exchange Commission's (SEC) charges in its landmark case against SolarWinds Corp....more
7/29/2024
/ Board of Directors ,
Chief Information Security Officer (CISO) ,
Corporate Governance ,
Cyber Attacks ,
Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Enforcement Actions ,
Fraud ,
Incident Response Plans ,
Material Misrepresentation ,
Misleading Statements ,
Publicly-Traded Companies ,
Risk Mitigation ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
SolarWinds
The U.S. District Court for the Southern District of New York on July 18, 2024, dismissed most of the SEC's landmark cyber enforcement litigation against SolarWinds Corp. (SolarWinds or the Company) and the Company's Chief...more
7/24/2024
/ Audits ,
Chief Information Security Officer (CISO) ,
Corporate Counsel ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Enforcement Authority ,
Form 8-K ,
Hackers ,
Internal Controls ,
Material Misstatements ,
Materiality ,
Motion to Dismiss ,
NIST ,
Popular ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Software Developers ,
SolarWinds
The SEC continues to expand its cybersecurity enforcement authority to include allegations that a company's failure to monitor its managed security service providers (MSSP) amounts to violations of federal securities laws....more
7/9/2024
/ Accounting Controls ,
Chief Information Security Officer (CISO) ,
Corporate Governance ,
Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Enforcement Actions ,
Form 8-K ,
Incident Response Plans ,
Internal Controls ,
Personally Identifiable Information ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
The SEC has been aggressively pursuing cybersecurity investigations and enforcement actions against public companies and foreign private issuers. In these actions, the SEC often alleges one of two theories: 1) that the...more
7/8/2024
/ Chief Information Security Officer (CISO) ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Data Protection ,
Disclosure Requirements ,
Enforcement Actions ,
Foreign Private Issuers ,
Form 8-K ,
Materiality ,
Misrepresentation ,
Professional Liability ,
Publicly-Traded Companies ,
Puffery ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Security and Privacy Controls ,
SolarWinds
The U.S. Securities and Exchange Commission's (SEC) Division of Corporation Finance Director Erik Gerding released a statement on May 21, 2024, addressing Disclosure of Cybersecurity Incidents Determined to be Material and...more
5/23/2024
/ Compliance ,
Compliance Dates ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 8-K ,
Materiality ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The U.S. Securities and Exchange Commission (SEC) is cracking down on how firms promote their artificial intelligence (AI) technologies to protect investors from falling victim to "AI-washing." On March 18, 2024, the SEC...more
4/22/2024
/ Algorithms ,
Artificial Intelligence ,
Best Practices ,
Client Data ,
Disclosure Requirements ,
Enforcement Actions ,
False Statements ,
Investment Adviser ,
Marketing ,
Misleading Statements ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Transparency
The U.S. Securities and Exchange Commission (SEC) on March 6, 2024, adopted a new slate of standardized climate-related disclosure rules for public companies and foreign private issuers. Adopted by a 3-2 vote, the final rules...more
3/11/2024
/ Annual Reports ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Financial Reporting ,
Foreign Private Issuers ,
Greenhouse Gas Emissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The U.S. Court of Appeals for the Fifth Circuit agreed recently to revisit a challenge to Nasdaq's board diversity rule. As we previously reported, a three-judge panel of the Fifth Circuit upheld the rule in October 2023....more
3/4/2024
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
En Banc Review ,
Gender Equity ,
LGBTQ ,
Listing Standards ,
Nasdaq ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
The SEC's five commissioners on March 6, 2024, will vote on whether to adopt long-awaited public company climate disclosure rules that would require registrants to report climate-related risks and metrics. In a Feb. 28, 2024,...more
Outside of the small circle of federal securities law nerds (we proudly proclaim our membership), the phrase "disclosure controls and procedures" (DCP) rarely garners much attention. However, a recent settled order issued by...more
The SEC's Division of Examinations (Exam) published a Risk Alert on Jan. 30, 2023, summarizing alleged deficiencies its staff observed since Exam started conducting broker-dealer examinations to assess compliance with...more
The SEC's Division of Corporation Finance (Corp Fin) released a long-awaited update to its Financial Reporting Manual (FRM) in late January. The updates are effective as of Dec. 31, 2022, and address several matters. This is...more
We here at SECond Opinions pride ourselves on staying current on all things SEC. But how about when in a single day, the SEC finalizes one rule and proposes four others (totaling 1,656 pages!) that could drastically change...more
12/16/2022
/ 10b5-1 Plans ,
Best Execution ,
Broker-Dealer ,
Corporate Governance ,
Disclosure Requirements ,
Insider Trading ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation NMS ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Tick Size
The SEC announced on Dec. 7, 2022, a second reopening of the public comment period for its proposed Share Repurchase Disclosure Modernization rule (Rule), first proposed on Dec. 15, 2021. The initial 45-day comment period was...more
Recent remarks from two SEC Commissioners illustrate the broader divide about environmental, social and governance (ESG)-related disclosures and the resulting compliance costs public companies and regulated entities could...more
11/10/2022
/ Climate Change ,
Compliance ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Due Diligence ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Investors ,
Market Participants ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
The SEC on Oct. 7, 2022, reopened the comment period for 11 rule making proposals, one request for comment and eight Self-Regulatory Organization (SRO) matters – all due to a technical error. This glitch likely throws a...more
The SEC was once again before the U.S. Court of Appeals for the Fifth Circuit on Aug. 29, 2022, this time in connection with the agency's approval of the Nasdaq Stock Market LLC's (Nasdaq) Board Diversity Rule (Rule). The...more
Holland & Knight Partner and former SEC Enforcement Assistant Director Scott Mascianica sat down on March 28, 2022, with Eric Werner, Associate Regional Director for Enforcement in the SEC's Fort Worth Regional Office, to...more
3/28/2022
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Statements ,
Greenhouse Gas Emissions ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Securities and Exchange Commission (SEC)