Cyber security is a key focus for virtually everyone these days. The SEC, for example, has been issuing releases discussing disclosure requirements and offering guidance for a number of years. Prominent issuers have reported...more
8/12/2015
/ Criminal Prosecution ,
Cybersecurity ,
Data Breach ,
Enforcement Actions ,
Hackers ,
Insider Trading ,
Popular ,
Press Releases ,
Russia ,
Securities and Exchange Commission (SEC) ,
Traditional News ,
Ukraine
Failure to disclose conflicts of interest and/or to comply with firm procedures are the predicates for a series of SEC enforcement actions involving regulated entities. The most recent example of these trends is an action...more
Amid all the concern regarding the selection by the SEC of an administrative rather than a district court forum for brining agency enforcement action comes a decision which has the potential to change the tenor of the debate,...more
The SEC issued its final Dodd-Frank pay ratio rules this week by a 3-2 vote. It also issued its final registration rules for Security-Based Swap Dealers and Major Security-Based swap participants.
More questions were...more
8/7/2015
/ Administrative Law Judge (ALJ) ,
Australia ,
CFTC ,
Class Action ,
Custody Rule ,
Enforcement Actions ,
False Statements ,
Final Rules ,
Fraud ,
Investment Fraud ,
Pay Ratio ,
Preliminary Injunctions ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Swap Dealers
SEC Commissioner Daniel Gallagher provided something of a score card for activities over the past five years he has served on the agency prior to his impending departure. To the surprise of few he panned the Dodd-Frank and...more
The Government filed its long awaited Petition for a Writ of Certiorari with the Supreme Court in the Newman insider trading case. The Petition presents three key issues which were generally presaged in the request for...more
8/3/2015
/ Criminal Prosecution ,
Dell ,
Hedge Funds ,
Illegal Tipping ,
Insider Trading ,
Investment Adviser ,
Material Nonpublic Information ,
NVIDIA ,
Personal Benefit ,
Petition for Writ of Certiorari ,
Securities and Exchange Commission (SEC) ,
US v Newman
The Government requested that the Supreme Court overturn U.S. v. Newman, the Second Circuit’s decision on tipping and the personal benefit test. Previously, the Second Circuit had declined a request to either rehear the case...more
7/31/2015
/ Australia ,
Australian Securities and Investments Commission ,
Brokers ,
Criminal Prosecution ,
Enforcement Actions ,
Financial Industry Regulatory Authority (FINRA) ,
Foreign Corrupt Practices Act (FCPA) ,
Hong Kong ,
Insider Trading ,
Misrepresentation ,
Offering Fraud ,
Petition for Writ of Certiorari ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
US v Newman
The SEC entered into partial settlements with three persons charged with acting as brokers without registering. The charges were tied to an offering fraud which centered on selling interests in a firm that claimed to be...more
The SEC filed another settled action in which payments to health care professionals at state owned entities in China were alleged to be violations of the Foreign Corrupt Practices Act. Although the company furnished extensive...more
7/29/2015
/ Books & Records ,
Cease and Desist Orders ,
China ,
Civil Monetary Penalty ,
Disgorgement ,
Distributors ,
Enforcement Actions ,
Food Manufacturers ,
Foreign Corrupt Practices Act (FCPA) ,
Health Care Providers ,
Internal Controls ,
Marketing ,
Prejudgment Interest ,
Securities and Exchange Commission (SEC)
The Commission has brought a series of cases focused on undisclosed conflicts of regulated entities. A number of those cases centered on undisclosed fee and compensation arrangements. In its most recent case the agency went...more
The SEC filed three actions following-up on its settled proceeding against Oppenheimer for selling millions of shares of unregistered penny stocks. Each individual settled with the agency. In addition, the Commission brought...more
7/24/2015
/ Administrative Hearings ,
Auditors ,
Australia ,
Bribery ,
Broker-Dealer ,
CFTC ,
Construction Contracts ,
Deferred Prosecution Agreements ,
Enforcement Actions ,
FOIA ,
Foreign Corrupt Practices Act (FCPA) ,
Hong Kong ,
Oppenheimer & Co. ,
PCAOB ,
Penny Stocks ,
Price Manipulation ,
Pump and Dump ,
Pyramid Schemes ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Tax Returns ,
Whistleblowers
Microcap fraud has been a priority of SEC Enforcement since at least the formation of the Microcap Task Force about two years ago. The Commission has brought a series of cases focused largely on pump-and-dump schemes....more
A critical part of cooperating with an SEC or DOJ investigation for FCPA or other possible violations is the production of documents. In order for the company to assess what happened it must conduct an internal investigation...more
7/22/2015
/ Books & Records ,
Business Privilege ,
Confidential Information ,
Cooperation ,
Department of Justice (DOJ) ,
Discovery ,
Document Productions ,
Eli Lilly ,
Exemptions ,
FOIA ,
Foreign Corrupt Practices Act (FCPA) ,
Foreign Official ,
Government Investigations ,
Independent Boards ,
Internal Investigations ,
Prescription Drugs ,
Securities and Exchange Commission (SEC) ,
Self-Evaluations
The role of the chief compliance officer is the talk of the Securities and Exchange Commission these days – or at least some of its Commissioners. Those who are speaking for the record agree that the role of the CCO is...more
The U.S. Chamber of Commerce published a report containing a series of recommendations regarding the SEC’s Enforcement program. Several recommendations focused on the use of administrative proceedings, including one which...more
7/17/2015
/ Administrative Hearings ,
Australia ,
Chamber of Commerce ,
Cooperation ,
Enforcement Actions ,
Hong Kong ,
Insider Trading ,
Investment Funds ,
Mary Jo White ,
Misrepresentation ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Wells Notice
The U.S. Chamber of Commerce published a report regarding the enforcement practices of the SEC titled “Examining U.S. Securities and Exchange Commission Enforcement: Recommendations on Current Processes and Practices, July...more
Microcap fraud has been a priority for SEC Enforcement at least since the creation of the Microcap Fraud Task Force two years ago. The cases typically focus on market manipulation claims of shell companies and pump-and–dump...more
DOJ and SEC officials repeatedly encourage cooperation. There are benefits for both sides. Cooperation can facilitate the Government’s investigation, providing a road to the scheme. Testimony can aid in obtaining a favorable...more
7/14/2015
/ Cooperation ,
Criminal Prosecution ,
Disgorgement ,
Enforcement Actions ,
Forfeiture ,
Government Investigations ,
Insider Trading ,
Permanent Injunctions ,
Restitution ,
Securities and Exchange Commission (SEC) ,
SiriusXM
When does a 180 day deadline not mean that in 180 days time is up? Answer: When the SEC says so and the DC Circuit gives the conclusion Chevron deference. That is the holding of Montford and Company, Inc. v. SEC, No. 14-1126...more
The Ninth Circuit upheld a conviction for illegal tipping, following Dirks but raising doubt regarding its adherence to Newman in an opinion authored by Judge Rakoff, sitting by designation.
The Commission filed settled...more
7/10/2015
/ Auditors ,
Clawbacks ,
Deloitte ,
EB-5 ,
Enforcement Actions ,
Federal Jurisdiction ,
Goldman Sachs ,
Illegal Tipping ,
Insider Trading ,
Investment Funds ,
Judge Rakoff ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
US v Newman ,
Wells Fargo
Offering fraud has long been a staple of SEC enforcement. SEC v. Baldwin, Civil Action No. 2:15-cv-00458 (D. UT. Filed June 25, 2015) is one such action, centered on the acquisition of two defaulted loans, collateralized by...more
One of the questions regarding U.S. v. Newman, 773 F. 3d 438 (2nd Cir. 2014)(here) and its personal benefit test for illegal tipping is its application outside the Second Circuit. When applying Newman, Judge Rakoff has...more
The EB-5 program, which promises a path to a permanent green card for those who can invest in this country and create jobs, has been involved in a number of SEC enforcement actions, most recently involving unregistered broker...more
When the SEC announced it financial fraud task force and a related data initiative to facilitate the identification of situations where the company “cooked the books,” many dubbed the data program “Robocop.” While the SEC may...more
The SEC filed its first action involving a private equity fund and broken deal expenses. By the time the Commission discovered the question the firm realized it did not have a disclosure policy, retained a consultant to study...more