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Top 10 Topics for Directors in 2016: Executive Compensation

Executive and Director Compensation - Perennially in the spotlight, executive compensation will continue to be a hot topic for directors in 2016. But this year, due to the SEC’s active rulemaking in 2015, directors will...more

Top 10 Topics for Directors in 2016: Audit Committees

Audit Committees - Averaging 8.8 meetings a year, audit continues to be the most time-consuming committee.i Audit committees are burdened not only with overseeing a company’s risks, but also a host of other...more

SEC Brings Enforcement Action Against Investment Adviser

Just one week after the Securities and Exchange Commission (SEC) Office of Compliance Inspections and Examinations issued a new risk alert on cybersecurity, the SEC brought an enforcement action against an investment adviser...more

2nd Circuit Splits, Holds Reporting to SEC Not Necessary for Dodd-Frank Protection

On September 10, 2015, the 2nd Circuit, in Berman v. Neo@Ogilvy LLC, issued a divided opinion concerning the scope of protections offered by the Dodd-Frank Wall Street Reform and Consumer Protection Act. In a 2-1 decision,...more

SEC OCIE Sharpens Focus on Cybersecurity

If you read one thing... - On September 15th, the SEC OCIE announced in a Risk Alert it will launch a second round of cybersecurity examinations of registered broker-dealers and investment advisers, which will be more...more

Cyber risks -- Congressional Letter to SEC

On June 18, 2015, Congressmen Jim Langevin (D-RI) and Jim Himes (D-CT) sent a letter to the Securities and Exchange Commission (SEC) calling for updated cybersecurity disclosure guidance for publicly traded companies....more

SEC Issues New Cybersecurity Guidance for Investment Funds

On April 28, the Securities and Exchange Commission (SEC) Division of Investment Management (the “Division”) published a Guidance Update setting forth cybersecurity concerns and advice for the registered investment ...more

SEC Adopts New Regulation to Govern the Technology Systems of the National Exchanges and Certain Other Market Participants

On November 19, 2014, the five commissioners of the U.S. Securities and Exchange Commission (SEC) unanimously voted to adopt Regulation SCI, which stands for Systems Compliance and Integrity, to govern the technology...more

Omnicare Petitioners and the United States Battle Over the Scope of Liability for Registration Statements

The Petitioners in Omnicare, Inc. v. The Laborers District Council Construction, No. 13-435 came out swinging in their opening merits brief to the Supreme Court, which granted certiorari earlier this year. See Brief of...more

Boards of Directors Charged with Cybersecurity Risk Management by SEC Commissioner

Last week, SEC Commissioner Luis Aguilar outlined expectations for directors of public companies to manage cybersecurity risk. If you think it is enough that a board of directors reviews annual budgets for privacy and IT...more

The SEC’s Cybersecurity Assessment: A Roadmap for Companies Nationwide

The U.S. Securities & Exchange Commission (SEC) provided cybersecurity guidance to the securities industry in the form of a Risk Alert issued by the SEC’s Office of Compliance Inspections and Examinations (OCIE) on April 15,...more

Class Certification Denied? Courts Denied Class Certification in Fewer Than 24 Securities Actions since 2002; Halliburton...

There is no shortage of arguments from the defense bar in Halliburton v. Erica P. John Fund (No. 13-317), a Supreme Court case that may be the most significant securities decision to come out of the Court in decades. At issue...more

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