During the American Bar Association's 39th National Institute on White Collar Crime, Deputy Attorney General (DAG) Lisa Monaco announced the launch of the U.S. Department of Justice's (DOJ or the Department) pilot program to...more
3/14/2024
/ American Bar Association (ABA) ,
Corporate Misconduct ,
Corruption ,
Department of Justice (DOJ) ,
Federal Pilot Programs ,
Foreign Corrupt Practices Act (FCPA) ,
Incentives ,
Jurisdiction ,
Securities and Exchange Commission (SEC) ,
Whistleblower Awards ,
Whistleblowers
While there are news reports that the U.S. Securities and Exchange Commission ("SEC") is on the verge of issuing new climate related disclosure rules for public companies, the SEC's Director of the Division of Enforcement...more
In December 2023, we published an alert concerning US Securities and Exchange Commission ("SEC") Chair Gary Gensler's warning to public companies against "AI washing" – that is, making unfounded claims regarding artificial...more
On February 13, 2024, FinCEN proposed a long-awaited rule to combat illicit finance and national security threats in the asset management industry. The new rule would impose similar requirements on investment advisers that...more
2/22/2024
/ AML/CFT ,
Anti-Money Laundering ,
Asset Management ,
Bank Secrecy Act ,
BSA/AML ,
FinCEN ,
Investment Adviser ,
National Security ,
Proposed Regulation ,
Proposed Rules ,
Registered Investment Advisors ,
Securities and Exchange Commission (SEC) ,
U.S. Treasury
On February 6, 2023, the US Securities and Exchange Commission ("SEC") announced that it settled accounting fraud charges against Cloopen Group Holding Limited ("Cloopen" or the "Company"), a cloud-based communications...more
In March 2023, we published an alert concerning the U.S. Securities and Exchange Commission ("SEC") whistleblower protection rule and how to minimize the risk of violations in connection with employee-related documents.1 Last...more
The SEC is Keeping a Watchful Eye on Companies' Claims about their AI Capabilities and Issued a Recent Warning: Don't "AI-Wash" -
In July 2023, the SEC proposed new rules that would require broker-dealers and investment...more
On October 30, 2023, the US Securities and Exchange Commission ("SEC") announced that it filed charges against SolarWinds Corp. ("SolarWinds" or the "Company") and its Chief Information Security Officer ("CISO") in connection...more
11/15/2023
/ Breach Notification Rule ,
Chief Information Security Officer (CISO) ,
Civil Monetary Penalty ,
Cyber Attacks ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement ,
Fraud ,
Information Technology ,
Initial Public Offering (IPO) ,
Injunctive Relief ,
Insurance Industry ,
Internal Controls ,
Investors ,
Material Misstatements ,
Misleading Statements ,
NIST ,
Omissions ,
Popular ,
Publicly-Traded Companies ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Software ,
Vulnerability Assessments
On October 16, 2023, the US Securities and Exchange Commission ("SEC") Division of Examinations ("Examination Division") announced its 2024 Examination Priorities. Registrants should ensure that policies, procedures, and...more
11/7/2023
/ Anti-Money Laundering ,
Broker-Dealer ,
Corporate Counsel ,
Cryptocurrency ,
Investment Adviser ,
Investors ,
Popular ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Technology
On September 29, the US Securities and Exchange Commission ("SEC") brought its latest wave of enforcement actions related to "off-channel communications," charging 10 additional firms with failing to maintain employee...more
11/1/2023
/ Broker-Dealer ,
Compliance ,
Enforcement Actions ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Mobile Devices ,
Record Retention ,
Regular Business Communications ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Self-Reporting
Recently, the US Securities and Exchange Commission ("SEC" or "the Commission") announced charges against eight celebrities, including Jake Paul, Soulja Boy, Lindsay Lohan, and Ne-Yo for unlawfully touting digital tokens...more
On February 3, 2023, the US Securities and Exchange Commission ("SEC") announced that a public company agreed to pay $35 million to settle charges of, among other things, violations of the whistleblower protection rule.1...more
3/8/2023
/ Confidentiality Agreements ,
Disclosure Requirements ,
Dodd-Frank ,
Employees ,
Enforcement ,
Publicly-Traded Companies ,
Restrictive Covenants ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Whistleblower Protection Policies ,
Whistleblowers
Part I of our two-part Annual Memo series identified important considerations when preparing Annual Reports on Form 10-K in 2023. Part II of this memo below, describes our key considerations for 2023 Annual Meeting Proxy...more
Many were anticipating an enforcement crackdown by the Securities and Exchange Commission (SEC) in the first full fiscal year under chair Gary Gensler and enforcement director Gurbir Grewal, and those expectations were...more
Buyers are scrutinizing everything from an acquisition target’s projected greenhouse gas (GHG) emissions to ways in which a deal may impact their own climate mitigation strategies. In this regard, reliable and verifiable...more
Although the record-breaking deal activity of 2021 spilled over into 2022, headwinds in the first quarter developed into a significant slowdown during the rest of 2022, with an expectation of continued slowness as we enter...more
1/30/2023
/ Acquisitions ,
Buyers ,
Capital Markets ,
CFIUS ,
Coronavirus/COVID-19 ,
Cryptocurrency ,
Department of Justice (DOJ) ,
Domestic Dealmaking ,
Environmental Social & Governance (ESG) ,
EU ,
Federal Trade Commission (FTC) ,
Financial Institutions ,
Financial Services Industry ,
Global Dealmaking ,
Investment ,
Investors ,
Mergers ,
Pharmaceutical Industry ,
Private Equity ,
Publicly-Traded Companies ,
Real Estate Market ,
Securities and Exchange Commission (SEC) ,
Sellers ,
Special Purpose Acquisition Companies (SPACs) ,
Technology
The Annual Report season will soon be upon us, and it is important to assess a company's risk factors at the outset and whether recent developments, including those relating to macroeconomic, geopolitical, and public health...more
11/1/2022
/ Annual Reports ,
Capital Markets ,
Climate Change ,
Coronavirus/COVID-19 ,
Customs and Border Protection ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Global Economy ,
Human Capital ,
Interest Rates ,
Investors ,
Market Conditions ,
Military Conflict ,
Price Inflation ,
Publicly-Traded Companies ,
Risk Factors ,
Russia ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Supply Chain ,
Ukraine ,
Uyghur Forced Labor Prevention Act (UFLPA)
The Securities and Exchange Commission (SEC) has followed through on its much publicized intention of more aggressive enforcement. For instance, in June, the regulator brought an accounting fraud action that included a...more
9/9/2022
/ Accounting Fraud ,
Climate Change ,
Enforcement ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Financial Statements ,
Private Right of Action ,
Risk Management ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Special Purpose Acquisition Companies (SPACs)
On March 9, 2022, the Securities and Exchange Commission ("SEC") proposed rules that would require public companies to make prescribed cybersecurity disclosures. The proposed rules would "strengthen investors' ability to...more
3/15/2022
/ Broker-Dealer ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Investment Adviser ,
Investment Companies ,
Investors ,
Proposed Rules ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC)
In March 2021, White & Case published a client alert entitled "How SPACs Can Manage the Risks of White Collar Scrutiny." The article discussed the surge in interest and publicity surrounding "SPACs" (Special Purpose...more
Described as the "Wild West" by SEC Chairman Gary Gensler, the meteoric rise of digital assets like cryptocurrencies has disrupted the traditional financial ecosystem. The wave of enforcement actions brought by federal and...more
Dealmakers should be braced for a more aggressive stance under Chair Gary Gensler -
The appointment of Gary Gensler to Chair of the Securities and Exchange Commission (SEC) signaled a break from the Trump administration,...more
On January 14, 2022, in a closely watched decision, a federal judge in the Northern District of California denied a motion to dismiss a complaint brought by the US. Securities and Exchange Commission ("SEC") that presented a...more
To address what the SEC characterizes as "critical gaps" in its insider trading regime, on December 15, 2021, the Securities and Exchange Commission (the "SEC") voted unanimously to propose amendments to Rule 10b5-1 under the...more
12/23/2021
/ Disclosure Requirements ,
Insider Trading ,
Non-Public Information ,
Proposed Amendments ,
Proposed Rules ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Share Buybacks ,
Stock Repurchases ,
Stocks ,
Trading Plans
In her October 28, 2021 speech to the 36th ABA National Institute on White Collar Crime, Deputy Attorney General Lisa Monaco emphasized that white collar crime is a top enforcement priority for the Department of Justice...more