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
The U.S. Court of Appeals for the First Circuit on Jan. 3, 2023, ruled against Defendant Gregory "Emmanuel" Lemelson's request for a new trial in SEC v. Lemelson. The opinion and the underlying matter are critical reads for...more
1/17/2023
/ False Statements ,
First Amendment ,
Hedge Funds ,
Injunctions ,
Investment Advisers Act of 1940 ,
Investment Management ,
Materiality ,
Misleading Statements ,
Rule 10b-5 ,
Scienter ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Litigation ,
Short Sales
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)
SEC Chair Gary Gensler is facing criticism from lawmakers concerned that the agency's "aggressive agenda" is endangering the U.S. securities markets, in part due to challenges the SEC is facing from staffing shortages and...more
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
Section 21F, titled "Whistleblower Incentives and Protection," is a set of provisions within the Securities Exchange Act of 1934 that govern, among other things, the rights and obligations of SEC whistleblowers and the...more
The SEC continues to focus a portion of its enforcement attention on registrants' obligations with regard to anti-money laundering (AML) compliance and transaction monitoring. In this post, we provide a refresher on the...more
7/6/2022
/ Anti-Money Laundering ,
Broker-Dealer ,
BSA/AML ,
Compliance ,
Department of Justice (DOJ) ,
Enforcement Priorities ,
Financial Institutions ,
FinCEN ,
Risk Alert ,
Securities Exchange Act ,
Suspicious Activities ,
Suspicious Activity Reports (SARs)
The U.S. Senate confirmed Jaime Lizárraga and Mark Uyeda to serve as SEC Commissioners on June 16, 2022. With these appointments, the SEC will return to a full slate of five Commissioners. Uyeda fills the position most...more
The sun is shining, children are out of school, families are headed off on summer vacations, and the SEC is … bringing enforcement actions against companies for 2020 fraud related to COVID-19 products. One such action was...more
6/8/2022
/ Class Action ,
Coronavirus/COVID-19 ,
Enforcement Actions ,
Fraud ,
Medical Supplies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations ,
Settlement Agreements ,
Settlement Negotiations ,
Stock Prices ,
Trading Suspension
Earlier this month at the Securities Enforcement Forum West, SEC Director of Enforcement Gurbir Grewal offered some plainspoken advice to the defense bar: Stop delaying investigations and help build the public's trust in the...more
Securities Enforcement Defense attorneys Jessica Magee and Scott Mascianica welcome Allworth General Counsel Barry Greenberg to this episode of Coffee & Conversation. Their chat focuses on cybersecurity and proposed...more
The SEC recently announced the filing of a settled action against Bernard L. Compton, a former Domino's Pizza executive accused of insider trading. The case, though somewhat typical in its facts, highlights two of the SEC's...more
Continuing its focus on crypto enforcement, the SEC on May 3, 2022, announced the addition of 20 positions to its relaunched Crypto Assets and Cyber Unit – formerly the Cyber Unit. The additions nearly double the size of the...more
5/3/2022
/ Administrative Agencies ,
Crypto Exchanges ,
Cryptoassets ,
Cybersecurity ,
Decentralized Finance (DeFi) ,
Enforcement ,
Enforcement Priorities ,
Non-Fungible Tokens (NFTs) ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations
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)
Section 929X of the Dodd-Frank Act requires the SEC to implement a regulatory framework around the public disclosure of short sale information. On Feb. 25, 2022, the SEC unanimously approved proposed rules aimed at satisfying...more
Paul Munter, acting chief accountant for the SEC's Office of the Chief Accountant, on Feb. 22, 2022, released a statement related to the Financial Accounting Standards Board's (FASB) effort to consult with investors and...more
The SEC's Division of Enforcement continues to focus on registrants' compliance with Form CRS, a byproduct of the agency's rulemakings "designed to enhance the quality and transparency of retail investors' relationships with...more
2/25/2022
/ Broker-Dealer ,
Conflicts of Interest ,
Enforcement Actions ,
Financial Industry Regulatory Authority (FINRA) ,
Form CRS ,
Investment Advisers Act of 1940 ,
Retailers ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Exchange Act of 1934 ,
Transparency
As a piggyback to our prior posts on the U.S. Securities and Exchange Commission's (SEC) proposed amendments to Form PF (Jan. 21 blog and Jan. 26 blog), we now dig deeper into the Division of Examinations' (EXAMS)1 Jan. 27,...more
As the SECond Opinions Blog continues our review of FY 2021 U.S. Securities and Exchange Commission's (SEC) enforcement activity, we take a deeper dive into the agency's use of technology to generate enforcement leads. The...more
The U.S. Securities and Exchange Commission (SEC) regularly emphasizes the potential benefits companies can obtain through "cooperation" and "remediation." But understanding precisely what will garner meaningful cooperation...more
"Record breaking" is how the U.S. Securities and Exchange Commission (SEC) described its whistleblower program results in FY 2021, and it's not hard to see why. The agency continued to receive tips from all corners of the...more
1/27/2022
/ Anti-Retaliation Provisions ,
Department of Justice (DOJ) ,
Dodd-Frank ,
Enforcement ,
Financial Statements ,
Market Manipulation ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Whistleblower Protection Policies ,
Whistleblowers