When we think about the kinds of issues that the SEC is intended to regulate, big accounting frauds – Enron, WorldCom, Tyco – are top of mind. In this week’s D&O Notebook, my colleague and former SEC Enforcement Senior...more
These folks often go through some version of the Kubler-Ross stages of grief, including denial (“The SEC must be confused!”), anger (“This is an abuse of power!”), bargaining (“With this one weird trick, we can convince the...more
There is a strong supernatural strand in the American consciousness. Twelve percent of United States adults believed that the world would end in 2012. Twenty-one percent believe in witches. A whopping thirty-six...more
In 2008, as the global banking system melted down, a shadowy figure or figures in a dim room filled with empty Cheetos bags created Bitcoin. In the following years, your younger brother talked excitedly about the blockchain...more
America has always loved stories about people who made it big. Abraham Lincoln grew up in a log cabin; 200 years later, he got his own biopic starring Daniel Day-Lewis. Oprah was born into poverty in rural Mississippi;...more
If you are an investment manager and you significantly and repeatedly outperform the market, your investors will lavish you with righteous praise and your firm will shower you with well-deserved riches....more
Imagine that you are a startup founder and CEO. You toil for years in the hot sun, painstakingly cultivating your business as it grows from a vulnerable seed into a promising sapling. It’s grow or die. You grow.
Now you...more
Compliance is difficult, and litigation and enforcement risks are high for financial services companies. Navigating a Proustian rulebook, it’s impossible to get everything right all the time.
Legal and compliance work in...more
Following the financial crisis of 2008, the federal government faced harsh criticism for not bringing enough cases against individuals. Since then, government lawyers have consistently crooned the same tune. It doesn’t change...more
Since the 2008 financial crisis, the SEC has made repeated encroachments into the private funds industry. Registered investment advisers (RIAs) have borne the heaviest regulatory burden: routine examinations, frequent...more
In federal securities class action litigation, the motion to dismiss is typically the main event, and class certification is something of a backwater. But earlier this year, the Second Circuit Court of Appeals wrote a...more
Public companies in every industry bristle at the burden of complying with the Securities and Exchange Commission’s (SEC) ever-expanding rulebook. If you think running a public company is onerous, count your lucky stars that...more
In my last post, I explained why a full-blown Securities and Exchange Commission (SEC) investigation often results in legal fees and expenses that run well into seven or eight figures. (Again, this is just for legal costs at...more
Over a long career working for public companies or serving on boards, at some point, you may run into the Securities and Exchange Commission’s Division of Enforcement (“SEC Enforcement”). The SEC receives tens of thousands of...more