In recent remarks at the Securities Enforcement Forum West 2024, U.S. Securities and Exchange Commission (SEC) Director of the Division of Enforcement Gurbir Grewal extolled the benefits of and expounded on the elements of...more
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 SEC on Feb. 29, 2024, announced settled charges against Lordstown Motors Corp. (Lordstown) for allegedly misleading investors about sales prospects for the Endurance, Lordstown's flagship pickup truck for the electric...more
3/13/2024
/ Auditor Independence ,
Audits ,
Cease and Desist Orders ,
Commercial Bankruptcy ,
Disgorgement ,
Enforcement Actions ,
False Statements ,
PCAOB ,
Publicly-Traded Companies ,
Regulation S-X ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations ,
Settlement ,
Special Purpose Acquisition Companies (SPACs) ,
Startups
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
Please join Holland & Knight's Financial Services Regulatory Team for a roundtable discussion on what to expect on the financial services landscape in 2024. Our attorneys will present on a wide range of topics in a "3-Minute...more
1/3/2024
/ Anti-Money Laundering ,
Bank Secrecy Act ,
Banking Sector ,
BSA/AML ,
Consumer Financial Products ,
Consumer Financial Protection Bureau (CFPB) ,
Continuing Legal Education ,
Federal Trade Commission (FTC) ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Regulatory Agencies ,
Financial Services Industry ,
OCC ,
Office of Foreign Assets Control (OFAC) ,
Securities and Exchange Commission (SEC) ,
Webinars
The SEC's Division of Enforcement recently announced its Fiscal Year (FY) 2023 results, touting a record-setting year. Rather than repeat Enforcement's detailed report available here, we boil the data down to give our readers...more
11/21/2023
/ Civil Monetary Penalty ,
Cooperation ,
Cryptoassets ,
Cybersecurity ,
Disgorgement ,
Enforcement Actions ,
Enforcement Statistics ,
Environmental Social & Governance (ESG) ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Whistleblower Awards ,
Whistleblowers
Holland & Knight, the Florida Chamber of Commerce, Greater Miami Chamber of Commerce and Miami-Dade Chamber of Commerce hosted the 2023 Florida Enforcement Summit on Oct. 18, 2023. The half-day program focused on current...more
10/31/2023
/ Compliance ,
Cooperation ,
Corporate Misconduct ,
Cyber Attacks ,
Department of Justice (DOJ) ,
Enforcement Authority ,
Enforcement Priorities ,
Ransomware ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
State and Local Government
Amid ongoing federal government shutdown risks and the close of its fiscal year, the U.S. Securities and Exchange Commission's (SEC) Division of Examinations (Exams) recently announced its fiscal year (FY) 2024 priorities....more
10/26/2023
/ Anti-Money Laundering ,
Broker-Dealer ,
Clearing Agencies ,
Compliance ,
Cryptoassets ,
Cybersecurity ,
FinTech ,
Investment Adviser ,
Investment Companies ,
Market Participants ,
Regulation SCI ,
Risk Alert ,
Risk Assessment ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
SRO
As the SEC closed its fiscal year, it filed three separate enforcement actions against companies for purported violations of Rule 21F-17 under the Securities and Exchange Act of 1934, which prohibits persons from impeding...more
10/10/2023
/ Civil Monetary Penalty ,
Compliance ,
Contract Terms ,
Employment Contract ,
Enforcement Actions ,
Policies and Procedures ,
Remediation ,
Retaliation ,
Rule 21F-17 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations ,
Separation Agreement ,
Whistleblower Protection Policies ,
Whistleblowers
Overreach. Jurisdictional landgrab. Regulation by enforcement. These terms and expressions — and many more “colorful” turns of phrase — are used by some to describe the Securities and Exchange Commission’s approach to...more
Specifically, the SEC wants a change to persuade the U.S. Court of Appeals for the Second Circuit – now, not later – of its view that Torres got it wrong when she determined that the company's offer and sale of its XRP token...more
8/11/2023
/ Cryptoassets ,
Digital Assets ,
Digital Platforms ,
Discovery Disputes ,
Enforcement Actions ,
Howey ,
Interlocutory Appeals ,
Investment Contract ,
Popular ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Security-Based Swaps ,
Token Sales ,
Trading Platforms ,
Unregistered Securities
In a monumental decision that will likely have substantial ramifications for crypto industry developers, securities practitioners, and millions of investors and token purchasers alike, on July 13, 2023, the U.S. District...more
7/20/2023
/ Algorithmic Trading ,
Crypto Exchanges ,
Digital Assets ,
Due Process ,
Fair Notice ,
Fifth Amendment ,
Howey ,
Institutional Investors ,
Popular ,
Registration Statement ,
Ripple ,
Securities ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Token Sales ,
Trading Platforms ,
Unregistered Securities
A recent enforcement action from the Fort Worth Regional Office of the SEC reminds one of the agency's investor-protection mission and continued focus on those who deceive retail investors in the private offer and sale of...more
6/27/2023
/ Enforcement Actions ,
FEMA ,
Howey ,
Jurisdiction ,
Material Misrepresentation ,
Material Misstatements ,
Misappropriation ,
Offering Documents ,
Offering Fraud ,
Omissions ,
Ponzi Scheme ,
Real Estate Investments ,
Registration Requirement ,
Retail Investors ,
Reves v Ernst & Young ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Violations
In the latest chapter of the high-profile SEC v. Ripple Labs, Inc., et. al. litigation, the SEC revisits its prior attempt to strike down the defendants' due process affirmative defense. Nearly a year after the SEC failed to...more
Former NBA player and Hall of Famer Paul Pierce is the latest celebrity cryptocurrency promoter to get caught in the net of the anti-touting provisions of federal securities laws. In a recent settled order issued by the SEC,...more
Enforcement was in the air this Valentine's Day for the New York and Forth Worth Regional offices of the SEC, who on Feb. 14, 2023, announced charges against Christopher S. Kirchner – the former CEO of supply chain logistics...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
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