As the crypto industry eagerly awaits regulatory clarity, some early glimpses of the new administration’s policy priorities may be found in resolutions of ongoing Securities and Exchange Commission cases against exchanges and...more
On Tuesday, acting SEC Chair Mark Uyeda announced the creation of a Crypto Task Force to devise a “sensible regulatory path” for the $3 trillion cryptocurrency market. This represents a departure from the former chair, Gary...more
On October 22, 2024, the SEC charged two current reporting companies, Unisys Corp. and Check Point Software Technologies, and two former public companies, Mimecast Limited and Avaya Holdings Corp., with making materially...more
10/31/2024
/ Civil Monetary Penalty ,
Compliance ,
Corporate Counsel ,
Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Enforcement Actions ,
Form 8-K ,
Internal Controls ,
Misleading Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Security and Privacy Controls
On September 16, 2024, the Securities and Exchange Commission (SEC) filed civil charges against former CEO Paul D. Roberts, former Chief Financial Officer Joshua A. Weiss, and former Audit Committee Chair Grainne M. Coen of...more
On August 7, 2024, nearly four years after the SEC filed its complaint alleging Ripple sold XRP in unregistered securities transactions in violation of Section 5 of the Securities Act, the district court issued its final...more
8/13/2024
/ Civil Monetary Penalty ,
Digital Assets ,
Disgorgement ,
Enforcement Actions ,
Final Judgment ,
Injunctions ,
Permanent Injunctions ,
Popular ,
Regulation D ,
Ripple ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Tokens ,
Securities Violations ,
Token Sales ,
Unregistered Securities
On July 18, Judge Paul Engelmayer of the Southern District of New York issued a lengthy order dismissing the majority of the SEC’s enforcement case against SolarWinds Corporation (SolarWinds) and its CISO, Timothy Brown. The...more
7/24/2024
/ Chief Information Security Officer (CISO) ,
Corporate Counsel ,
Corporate Governance ,
Cyber Attacks ,
Cybersecurity ,
Disclosure Requirements ,
Dismissals ,
Enforcement Actions ,
False Statements ,
Form 8-K ,
Fraud ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
SolarWinds
Of particular importance for the crypto industry, the opinion analyzes the SEC’s allegations that Binance and BAM offered and sold various tokens and programs to investors as investment contracts without registering them with...more
7/5/2024
/ Cryptocurrency ,
Fraud ,
Investment Contract ,
Registration Requirement ,
Regulatory Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Tokens ,
Securities Violations ,
Stablecoins
It’s the Transaction, Not the Token.
Issuers cannot offer or sell securities without registering them with the SEC under Section 5 of the Securities Act of 1933 or finding a valid exemption from registration. XRP is the...more
7/18/2023
/ Buyers ,
Cryptocurrency ,
Digital Assets ,
Enforcement Actions ,
Howey ,
Investment ,
Investment Contract ,
Ripple ,
Securities and Exchange Commission (SEC) ,
Securities Transactions ,
Sellers ,
Summary Judgment ,
Token Sales ,
Unregistered Securities
Case Overview -
This week’s U.S. Securities and Exchange Commission enforcement cease-and-desist order (Order) In re App Annie Inc., out of the SEC’s San Francisco Regional Office, underscores the importance of taking...more
9/20/2021
/ Cease and Desist Orders ,
Civil Monetary Penalty ,
Cryptocurrency ,
Data Management ,
Data Privacy ,
Data Security ,
Intellectual Property Protection ,
Mobile Apps ,
Personal Information ,
Policies and Procedures ,
Regulation S-P ,
Securities and Exchange Commission (SEC)
In case it was not already clear, the U.S. Department of Justice recently confirmed that ensuring the use of cryptocurrency “is safe, and does not imperil our public safety or our national security, is vitally important to...more
10/21/2020
/ Attorney General ,
BSA/AML ,
Cryptocurrency ,
Department of Justice (DOJ) ,
Digital Currency ,
Enforcement Actions ,
FinCEN ,
Foreign Corrupt Practices Act (FCPA) ,
MSB ,
Popular ,
Securities and Exchange Commission (SEC) ,
Virtual Currency
In a three-to-two vote, the U.S. Securities and Exchange Commission adopted a final rule amending its whistleblower program, which pays monetary awards to individuals who voluntarily provide information to the SEC about a...more
The Securities and Exchange Commission (SEC) announced on September 15, 2020, that it charged online esports gaming and gambling platform Unikrn with violations of Section 5 of the Securities Act of 1933 (Securities Act) for...more
9/24/2020
/ Cryptocurrency ,
Dissenting Opinions ,
Enforcement Actions ,
eSports ,
Howey ,
Initial Coin Offering (ICOs) ,
Investment Contract ,
Online Gaming ,
Online Platforms ,
Popular ,
SEC Commissioner ,
Securities and Exchange Commission (SEC) ,
Sports Gambling ,
Unregistered Securities
Like most of the rest of the world, the speakers and attendees at Securities Enforcement Forum West 2020 last week had to adapt this year by trading in their microphones on the stage of a grand ballroom for an array of home...more
5/20/2020
/ Accounting Fraud ,
Artificial Intelligence ,
Coronavirus/COVID-19 ,
Cryptocurrency ,
Cybersecurity ,
Disclosure ,
Enforcement Actions ,
Insider Trading ,
Machine Learning ,
Popular ,
Private Company Shares ,
Securities and Exchange Commission (SEC)
Impacts of Coronavirus on Commercial Agreements and Public Company Disclosures -
COVID-19, a disease caused by the novel coronavirus, has now spread to at least 70 countries, including the United States. Our thoughts are...more
3/6/2020
/ Breach of Contract ,
Contract Management ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Emergency Management Plans ,
Filing Deadlines ,
Force Majeure Clause ,
Paid Leave ,
Performance Standards ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Sick Leave ,
Workplace Safety
The death of Oracle CEO Mark Hurd in October has highlighted a longstanding public company dilemma: whether and when to disclose the news that a senior leader has a serious health challenge.
Not only is the topic sensitive...more
For the first time in six years, the U.S. Securities and Exchange Commission issued an enforcement action against a company solely for Regulation FD violations. On Aug. 20, the SEC announced that it charged life sciences...more
8/27/2019
/ Corporate Counsel ,
Enforcement Actions ,
FDA Approval ,
Food and Drug Administration (FDA) ,
Life Sciences ,
Material Nonpublic Information ,
Policies and Procedures ,
Public Disclosure ,
Publicly-Traded Companies ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
Securities Violations
In a case reminiscent of last year’s blockbuster government actions against Theranos and its former executives, the U.S. Department of Justice and the U.S. Securities and Exchange Commission have separately charged two former...more
2/21/2019
/ CEOs ,
COOs ,
Corporate Counsel ,
Criminal Prosecution ,
Deceptive Intent ,
Department of Justice (DOJ) ,
Enforcement Actions ,
False Statements ,
Investors ,
Misrepresentation ,
Public Disclosure ,
Publicly-Traded Companies ,
Rule 10(b) ,
Rule 10b-5 ,
Section 17(a) ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
White Collar Crimes
Digital token issuers caught up in the onslaught of U.S. Securities and Exchange Commission investigations finally received some encouraging news regarding their token sales’ exposure to federal securities laws. On Tuesday,...more
As the U.S. Supreme Court kicks off its 2018 term this week, it prepares to take up a series of firsts, including questions about the America Invents Act, securities fraud and privacy-related class action litigation. At the...more
10/2/2018
/ America Invents Act ,
Arbitration ,
Arbitration Agreements ,
Class Action ,
Class Arbitration ,
Class Members ,
Contract Interpretation ,
Copyright ,
Copyright Infringement ,
Copyright Litigation ,
Corporate Counsel ,
Cy Pres Funds ,
Federal Arbitration Act ,
Fee Awards ,
Intellectual Property Protection ,
Life Sciences ,
Patent Litigation ,
Patents ,
Pharmaceutical Industry ,
Prior Art ,
Privacy Laws ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Settlement ,
Split of Authority ,
Technology Sector ,
The Copyright Act ,
Video Games
Over the past year, the U.S. Securities and Exchange Commission has ramped up its scrutiny of cryptocurrencies and other digital token offerings. On Sept. 11, 2018, the SEC escalated its crackdown when it announced a pair of...more
9/27/2018
/ Broker-Dealer ,
Civil Monetary Penalty ,
Cryptocurrency ,
Digital Assets ,
Digital Currency ,
Disgorgement ,
Enforcement Actions ,
Initial Coin Offering (ICOs) ,
Investment Adviser ,
Investment Companies ,
Material Misrepresentation ,
Online Platforms ,
Popular ,
Prejudgment Interest ,
Registration Statement ,
Retail Investors ,
Securities and Exchange Commission (SEC) ,
Token Sales ,
Unregistered Brokers ,
Unregistered Securities ,
Virtual Currency
The U.S. Securities and Exchange Commission announced on July 2, 2018, that The Dow Chemical Company had agreed to a cease and desist order and to pay a $1.75 million penalty for failing to disclose certain expenses as...more
7/16/2018
/ Cease and Desist Orders ,
Disclosure Requirements ,
Employee Training ,
Enforcement Actions ,
Executive Compensation ,
Policies and Procedures ,
Proxy Statements ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Whistleblowers
The Securities Enforcement Forum West 2018 brought together current and former senior U.S. Securities and Exchange Commission and U.S. Department of Justice officials, securities enforcement and white-collar attorneys,...more
5/18/2018
/ Credit Karma ,
Cryptocurrency ,
Cyber Incident Reporting ,
Cybersecurity ,
Data Breach ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Due Process ,
Enforcement Actions ,
GAAP ,
Initial Coin Offering (ICOs) ,
Investors ,
Popular ,
Public Disclosure ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Silicon Valley ,
Theranos ,
Token Sales ,
Virtual Currency ,
Zenefits
The U.S. Securities and Exchange Commission announced on April 24, 2018, that Yahoo! — now known as Altaba — agreed to pay a $35 million penalty to settle claims that the company failed to timely disclose a 2014 data breach...more
5/4/2018
/ Cease and Desist ,
Class Action ,
Cybersecurity ,
Data Breach ,
Data Privacy ,
Data Protection ,
Disclosure Requirements ,
Enforcement Actions ,
Failure To Disclose ,
Hackers ,
Incident Response Plans ,
Penalties ,
Personally Identifiable Information ,
Popular ,
Public Disclosure ,
Russia ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Settlement Agreements ,
Stock Purchase Agreement ,
Yahoo!
The U.S. Securities and Exchange Commission brought an action against San Francisco-based Credit Karma on March 12 for issuing employee stock options without a valid registration exemption because the issuer failed to satisfy...more
3/16/2018
/ C&DIs ,
Credit Karma ,
Enforcement Actions ,
Financial Services Industry ,
Issuer Exemption ,
Penalties ,
Privately Held Corporations ,
Registration Requirement ,
Rule 701 ,
Securities and Exchange Commission (SEC) ,
Stock Options
Issuers and other professionals participating in Initial Coin Offerings — widely known as ICOs — are facing the increasing threat of both U.S. Securities Exchange Commission enforcement actions and private class action suits...more
1/4/2018
/ Capital Raising ,
Cryptocurrency ,
Cyber Crimes ,
Digital Currency ,
Enforcement Actions ,
Financial Crimes ,
Financial Markets ,
Initial Coin Offering (ICOs) ,
Investment ,
Offerings ,
Popular ,
Putative Class Actions ,
Regulatory Oversight ,
Scams ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Token Sales ,
Unregistered Securities ,
Virtual Currency