Reyher v. Grant Thornton, LLP analyzed whether an employee of a CPA firm is protected by the anti-retaliation provisions of the Dodd-Frank Act for lodging complaints with an employer about suspected illegal activity regarding...more
7/11/2017
/ Anti-Retaliation Provisions ,
CPAs ,
Dodd-Frank ,
Hiring & Firing ,
Internal Reporting ,
Privately Held Corporations ,
Protected Activity ,
Registration Statement ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Whistleblowers
The SEC announced that beginning on July 10, 2017 it will accept voluntary draft registration statement submissions from all issuers for nonpublic review. The SEC believes this will facilitate capital formation....more
A percolating issue with respect to the SEC’s whistleblower regulations is whether the anti-retaliation protections apply only when suspected misconduct is reported to the SEC, or whether the protections also apply when the...more
The SEC recently brought charges against the CEO and CFO of UTi Worldwide Inc. in a settled enforcement proceeding. The Company was engaged in multinational freight forwarding and logistics operations. In connection with its...more
The SEC announced that John David Telfer, the former chief compliance officer and anti-money laundering (AML) officer of a registered broker-dealer, agreed to a securities industry bar to settle charges in a pending...more
The Public Company Accounting Oversight Board adopted a new auditor reporting standard that will require more information about the audit. The new standard is subject to SEC approval....more
The SEC has made clear its expectations regarding MD&A disclosure for periods prior to the adoption of the new revenue recognition standard. What has received less attention is the content of MD&A after the new revenue...more
In remarks at the Annual SEC/NASAA Conference, SEC Commissioner Michael S. Piwowar focused on the suitability and adequacy of disclosure of a security known as a “SAFE” that has been used in crowdfunding transactions. SAFE is...more
Sylvia E. Alicea, Professional Accounting Fellow, Office of the Chief Accountant, gave her views on implementation of the new revenue recognition standard at a conference dedicated to the topic....more
As we noted here, the SEC temporarily suspended the Tier 2 Regulation A+ offering of Med-X, Inc. The SEC stated it temporarily suspended the offering because Med-X has not filed its annual report on Form 1-K as required by...more
GAO released an analysis of a generalizable sample of conflict minerals disclosures filed with SEC in 2015. The analysis found that an estimated 49 percent of companies in 2015 reported having determined whether the conflict...more
The House Financial Services Committee has released a discussion draft of a revised Financial Choice Act. The Committee will hold a hearing on the Act on April 26, 2017....more
The SEC announced enforcement actions against 27 individuals and entities behind various alleged stock promotion schemes that left investors with the impression they were reading independent, unbiased analyses on investing...more
Effective immediately, the SEC staff has relaxed conflict minerals reporting requirements by public companies. The change was triggered by the entry of a final judgment in the conflict minerals case.
...more
4/10/2017
/ Conflict Mineral Rules ,
Constitutional Challenges ,
Country of Origin ,
Democratic Republic of Congo ,
Dodd-Frank ,
Form SD ,
Publicly-Traded Companies ,
Reporting Requirements ,
Resource Extraction ,
Securities and Exchange Commission (SEC) ,
Supply Chain
The United States District Court for the District of Columbia has entered a final judgment in the conflict minerals case. The final judgment is identical to the proposed judgment which we described previously....more
In Re Saba Software, Inc. Stockholder Litigation considered whether the stockholder vote satisfied the Corwin test for a full informed, uncoerced vote to determine if the shift to the business judgement rule was warranted. ...more
The SEC has issued final rules that reflect self-executing provisions of the JOBS Act. Because these rules were self-executing provisions of the JOBS Act, they do not change existing practice and were already well known. In...more
The SEC has issued final rules that reflect self-executing provisions of the JOBS Act. Because they were self-executing provisions of the JOBS Act, they do not change existing practice and were already well known. In...more
The opinion of the SEC in KCD Financial Inc. upholds a FINRA disciplinary action against a FINRA member broker-dealer that sold securities in a private placement when no exemption from registration was available....more
3/30/2017
/ Accredited Investors ,
Broker-Dealer ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Financial Markets ,
Press Releases ,
Private Offerings ,
Registration Requirement ,
Regulation D ,
Securities and Exchange Commission (SEC) ,
Securities Violations
The SEC has denied a proposed rule change by NYSE Arca to permit the listing and trading of shares of the SolidX Bitcoin Trust. The reasons were substantially similar to the reasons the SEC denied a proposed rule change...more
3/29/2017
/ Bitcoin ,
Digital Currency ,
Financial Institutions ,
Financial Markets ,
Listing Rules ,
NYSE ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Trading Platforms ,
Virtual Currency
Myomo, Inc. has had an offering statement qualified by the SEC in which it discloses an intent to apply to list its common stock on the NYSE MKT LLC. The offering seeks to raise $15 million on a “best efforts” basis without...more
3/22/2017
/ Capital Raising ,
Common Stock ,
Financial Markets ,
Medical Devices ,
NYSE ,
Offering Statements ,
Pharmaceutical Industry ,
Publicly-Traded Companies ,
Regulation A ,
Robotics ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Pursuant to a court order, the parties to the conflict minerals case have filed a proposed judgment after they advised the court no further proceedings were necessary. The text of the proposed judgment is as follows...more
The conflict minerals case was remanded to the United Stated District Court for the District of Columbia for further proceedings. Judge Jackson ordered the parties to file a joint status report indicating whether any further...more
The SEC declined to approve a rule change submitted by Bats BZX Exchange designed to permit the listing and trading the Winklevoss Bitcoin Trust. The SEC said it did not approve the proposed rule change because it did not...more
In 2009 the SEC adopted rules requiring operating companies to provide the information from the financial statements accompanying their registration statements and periodic and current reports in machine-readable format using...more