REGULATORY ISSUES & UPDATES -
Update on Australia's New Climate-Related Financial Disclosure Regime -
Australia's mandatory climate-related financial disclosure regime is inching closer to implementation after the proposed...more
9/23/2024
/ Clean Air Act ,
Clean Energy ,
Climate Change ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Policies ,
Environmental Protection Agency (EPA) ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Greenwashing ,
Popular ,
Tax Credits
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
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
Two SEC commissioners dissented and urged the Commission to provide further guidance on non-fungible tokens ("NFTs")....more
9/7/2023
/ Cryptoassets ,
Cryptocurrency ,
Digital Assets ,
Enforcement Actions ,
Howey ,
Investment Contract ,
Investment Opportunities ,
Non-Fungible Tokens (NFTs) ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions ,
Securities Violations ,
Unregistered Securities
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
In Short -
The Situation: Recently, two judges in Southern District of New York were required to apply the Howey test in separate cases to decide whether sales of certain crypto assets were investment contracts, and thus...more
8/22/2023
/ Administrative Procedure Act ,
Cryptoassets ,
Cryptocurrency ,
Digital Assets ,
Due Process ,
Enforcement Actions ,
Howey ,
Investment Contract ,
Investment Opportunities ,
Popular ,
Ripple ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stablecoins
In Short -
The Situation: Following a cyberattack on a law firm's systems, the Securities and Exchange Commission ("SEC") subpoenaed the firm for information, including the identity of clients whose information may have...more
8/15/2023
/ Cyber Attacks ,
Cybersecurity ,
Data Breach ,
Data Protection ,
Data Security ,
Discovery ,
Enforcement Actions ,
Evidence ,
Fourth Amendment ,
Government Investigations ,
Hackers ,
Material Nonpublic Information ,
Personally Identifiable Information ,
Securities and Exchange Commission (SEC) ,
Subpoenas
Each year, the Department of Justice ("DOJ"), the Securities and Exchange Commission ("SEC"), and in recent years, the Commodity Futures Trading Commission ("CFTC") dedicate substantial resources to investigating and...more
On May 18, 2022, the Court of Appeals for the Fifth Circuit ruled that key aspects of the SEC's in-house enforcement regime for securities fraud cases were unconstitutional. The decision, Jarkesy v. SEC, has significant...more
5/23/2022
/ Adjudicatory Process ,
Administrative Law Judge (ALJ) ,
Administrative Proceedings ,
Appeals ,
Constitutional Challenges ,
Enforcement Actions ,
Enforcement Authority ,
Lack of Authority ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Violations
The U.S. Securities and Exchange Commission's ("SEC") Climate and ESG Task Force has filed one of its most significant enforcement matters to date. On April 28, 2022, the SEC brought an action in the U.S. District Court for...more
On January 28, 2022, the U.S. Securities and Exchange Commission ("SEC") announced a settled fraud case with HeadSpin, Inc., a technology start-up, that allegedly engaged in a scheme to boost the company's valuation to more...more
The proposed amendments to the rules governing the whistleblower program, if adopted, would reverse prior amendments and provide further and significant financial incentives for whistleblowers to report potential violations...more
2/14/2022
/ Corporate Counsel ,
Corporate Misconduct ,
Enforcement Actions ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations ,
Whistleblower Awards ,
Whistleblower Protection Policies ,
Whistleblowers
CFTC Commissioner asserts that Decentralized Finance ("DeFi") likely violates the Commodity Exchange Act ("CEA") and that the regulator should respond accordingly.
DeFi is an umbrella term encompassing a range of...more
A recent Reg FD SEC enforcement action against AT&T may signal a renewed focus by the SEC that warrants public companies to assess their disclosure processes.
On March 5, 2021, the SEC charged AT&T and three executives...more
The Court holds that the Securities and Exchange Commission ("SEC") can continue to seek disgorgement from wrongdoers, while narrowing the remedy to net profits that are returned to victims.
In Liu v. SEC, 591 U.S. ___...more
6/25/2020
/ 15 U.S.C. § 78u(d)(5) ,
Business Expenses ,
Corporate Misconduct ,
Disgorgement ,
Enforcement Actions ,
Equitable Relief ,
Foreign Corrupt Practices Act (FCPA) ,
Insider Trading ,
Internal Controls ,
Liu v Securities and Exchange Commission ,
SCOTUS ,
Securities and Exchange Commission (SEC)
The Situation: The U.S. Supreme Court has granted certiorari to consider whether the Securities and Exchange Commission ("SEC") has authority to obtain disgorgement in district court actions.
The Significance: The SEC...more
11/11/2019
/ Administrative Authority ,
Certiorari ,
Disgorgement ,
Enforcement Actions ,
Equitable Relief ,
Kokesh v SEC ,
Lack of Authority ,
Liu v Securities and Exchange Commission ,
Penalties ,
Petition for Writ of Certiorari ,
Regulatory Agencies ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Split of Authority ,
Statute of Limitations
The dissemination of false or misleading information can give rise to primary liability.
In Lorenzo v. Securities and Exchange Commission, the Supreme Court held that someone who (with intent to defraud) disseminates a...more
4/4/2019
/ 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
Disclosure alone is not sufficient; material weaknesses need to be actively remediated.
While the SEC's Financial Reporting and Audit Group has been relatively quiet, it started 2019 with a bang, bringing four coordinated...more
2/20/2019
/ Audits ,
Corporate Issuers ,
Disclosure Requirements ,
Enforcement Actions ,
Financial Reporting ,
ICFR ,
Internal Controls ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Violations
In Lucia v. SEC, the U.S. Supreme Court made things messy for the Securities and Exchange Commission ("SEC") by vindicating constitutional concerns over the agency's use of administrative law judges. The Court concluded that...more
7/2/2018
/ Administrative Law Judge (ALJ) ,
Administrative Proceedings ,
Appeals ,
Appointments Clause ,
Constitutional Challenges ,
Enforcement Actions ,
Final Written Decisions ,
Lucia v SEC ,
Officers of the United States ,
Remand ,
Reversal ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Special Trial Judges (STJs)