The Securities and Exchange Commission ("SEC") is hosting a roundtable discussion on disclosures just weeks after reports of significant increases in executive perks....more
On September 4, 2024, U.S. Securities and Exchange Commission ("SEC") Chair Gary Gensler reiterated concerns about artificial intelligence-related ("AI") disclosures and the need for companies to communicate accurately about...more
10/24/2024
/ Artificial Intelligence ,
Boilerplate Language ,
Broker-Dealer ,
Class Action ,
Disclosure Requirements ,
Investment Adviser ,
Machine Learning ,
Misrepresentation ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations ,
Shareholder Litigation
The U.S. Department of Justice ("DOJ") won at trial in its first insider trading prosecution against an executive based exclusively on his sales of stock under 10b5-1 trading plans....more
The United States Supreme Court in Macquarie Infrastructure Corp. v. Moab Partners, L.P., No. 22-1165, ruled that a corporation is not liable under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 for...more
4/29/2024
/ Disclosure Requirements ,
Item 303 ,
Macquarie Infrastructure Corp v Moab Partners LP ,
Misleading Statements ,
Omissions ,
Regulation S-K ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Fraud ,
Securities Violations
The Securities and Exchange Commission ("SEC") won at trial in its first "shadow trading" case, holding a corporate official liable for insider trading for using nonpublic information about his company's acquisition to trade...more
4/19/2024
/ Acquisition Agreements ,
Enforcement Actions ,
Insider Trading ,
Material Nonpublic Information ,
Pharmaceutical Industry ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Securities Violations ,
Third-Party
The SEC has adopted the much-anticipated climate-related disclosure rules, which are more than 900 pages long, two years after they were first proposed. Although the rules will almost certainly face challenges in court that...more
During 2023, securities lawsuit filings rose for the first time in four years. Settlements declined last year; there were nine mega-settlements of more than $100 million, including a $1 billion settlement. Case filings...more
2/28/2024
/ Class Certification ,
Cryptocurrency ,
False Statements ,
Fiduciary Duty ,
Financial Institutions ,
Financial Services Industry ,
Misleading Statements ,
Scienter ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Securities Regulation ,
Securities Violations ,
Special Purpose Acquisition Companies (SPACs) ,
Standing ,
Statute of Limitations
We are pleased to present our latest update on financial reporting and issuer disclosure enforcement activity. This White Paper primarily focuses on the U.S. Securities and Exchange Commission’s (“SEC”) enforcement activity...more
In light of the DOJ’s most recent guidance on the use of personal devices and third-party messaging applications by corporate personnel, this White Paper addresses issues and challenges that companies are facing in this area...more
10/18/2023
/ CFTC ,
Compliance ,
Cybersecurity ,
Data Collection ,
Data Privacy ,
Data Protection ,
Department of Justice (DOJ) ,
Electronic Communications ,
Financial Industry Regulatory Authority (FINRA) ,
Guidance Update ,
Instant Messaging Apps ,
Mobile Devices ,
Policies and Procedures ,
Securities and Exchange Commission (SEC) ,
White Collar Crimes ,
Workplace Communication
We are pleased to present our latest update on financial reporting and issuer disclosure enforcement activity. This White Paper primarily focuses on the U.S. Securities and Exchange Commission’s (“SEC”) enforcement activity...more
The U.S. Securities and Exchange Commission ("SEC") has charged a group of small companies with making deficient filings on Form 12b-25, harkening back to the SEC's "broken windows" strategy from the last decade....more
A unanimous Supreme Court has confirmed that a claim brought under section 11 of the Securities Act of 1933 ("1933 Act") requires that a plaintiff plead and prove that the shares purchased were issued pursuant to an allegedly...more
The largest-ever award highlights the importance of whistleblowers to the SEC's biggest cases.
On May 5, the U.S. Securities and Exchange Commission ("SEC") awarded $279 million to a whistleblower, the agency's largest...more
During 2022, securities case filings fell for the fourth consecutive year and were down slightly from 2021. The number of announced settlements rose substantially last year, as did total settlement amounts. The 2022...more
2/8/2023
/ Class Action ,
Class Certification ,
Corporate Counsel ,
Cryptocurrency ,
Cybersecurity ,
Initial Public Offering (IPO) ,
Popular ,
Scienter ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Special Purpose Acquisition Companies (SPACs)
Chairman Gensler's comments indicate that new, additional requirements for 10b5-1 plans are likely to be coming.
In prepared comments made at The Wall Street Journal's CFO Network event on June 7, 2021, SEC Chairman Gary...more
The Situation: President Joe Biden nominated Gary Gensler, former Chairman of the Commodity Futures Trading Commission ("CFTC") under the Obama administration, for Chairman of the Securities and Exchange Commission ("SEC"). ...more
We are pleased to present our annual mid-year update on financial reporting and issuer disclosure enforcement activity for 2020. This White Paper focuses on the U.S. Securities and Exchange Commission's ("SEC") enforcement...more
8/18/2020
/ Compliance ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Disgorgement ,
FCPA Resource Guide ,
Financial Reporting ,
Financial Statements ,
Foreign Corrupt Practices Act (FCPA) ,
Liu v Securities and Exchange Commission ,
MD&A Statements ,
New Guidance ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Rule 10b-5 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC)
The SEC's new guidance on public company cybersecurity disclosures and Chairman Clayton's accompanying statement emphasize the SEC's expectations that public companies: (i) implement comprehensive cybersecurity policies that...more
2/27/2018
/ Cyber Threats ,
Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Form 10-K ,
Form 10-Q ,
Insider Trading ,
Interpretive Rule ,
Non-Public Information ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)