In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources....more
On April 26, 2022, the SEC’s Division of Examinations (“EXAMS”) issued a risk alert flagging certain notable deficiencies that it has observed related to advisers’ potential misuse of material non-public information (MNPI) in...more
As a fitting cap to a busy month, on March 30, the SEC Division of Examinations announced its 2022 Examination Priorities. These priorities are consistent with the recent activities of the SEC more generally, as exemplified...more
4/6/2022
/ Chief Compliance Officers ,
Cybersecurity ,
Digital Assets ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Industry Regulatory Authority (FINRA) ,
Investment Company Act of 1940 ,
Investors ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs)
In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. This has...more
In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important and interesting SEC enforcement developments from the past month, with links to primary...more
2/3/2022
/ Aiding and Abetting ,
CEOs ,
CFOs ,
Compliance ,
Corporate Counsel ,
Insider Trading ,
Internal Investigations ,
MNPI ,
Remediation ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On December 15, 2021, the U.S. Securities and Exchange Commission (the SEC) proposed amendments to the affirmative defense in Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and...more
12/17/2021
/ 10b5-1 Plans ,
Cooling-Off Rule ,
Corporate Governance ,
Disclosure Requirements ,
Gary Gensler ,
Good Faith ,
Insider Trading ,
Proposed Amendments ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
The Division of Corporation Finance of the U.S. Securities and Exchange Commission recently published a sample letter to companies providing illustrative comments that the Division of Corporation Finance may issue to...more
9/30/2021
/ Clean Air Act ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Division of Corporate Finance ,
Environmental Protection Agency (EPA) ,
Environmental Social & Governance (ESG) ,
FASB ,
Greenhouse Gas Emissions ,
Popular ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
On August 24, 2021, the SEC announced a settled enforcement action against Pennsylvania-based Healthcare Services Group, Inc. (HCSG) and its former CFO for accounting and disclosure violations that resulted in the company...more
On March 23, 2020, the SEC’s Office of Compliance Inspections and Examinations (OCIE) announced that it will conduct its examinations of SEC registrants through correspondence, unless it is absolutely necessary to be on-site....more
Rule 10b5-1 Plans: An Overview-
What is a Rule 10b5-1 plan?
A Rule 10b5-1 plan is a written plan for trading securities that is designed in accordance with Rule 10b5-1(c) of the Securities Exchange Act of 1934 (the...more
2020 marks the 20th anniversary of the Rule 10b5-1 plan. During its two-decade history, it has provided an affirmative defense against allegations of insider trading by corporate insiders that trade their company’s stock,...more
On November 1, 2019, the United States Supreme Court granted a writ of certiorari in Liu v. SEC, No. 18-1501, to address whether the Securities and Exchange Commission may obtain disgorgement in civil injunctive actions filed...more
On March 27, 2019, in Lorenzo v. U.S. Securities and Exchange Commission, the U.S. Supreme Court clarified that the types of conduct that violate the three subsections of SEC Rule 10b-5 are not mutually exclusive. The court...more
4/2/2019
/ 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