Non-director officers may face liability for failing to properly oversee the corporationās affairs and ignoring āred flagsā within their āareas of responsibility.ā
Key Points:
..The McDonaldās Corporationās response...more
2/6/2023
/ Board of Directors ,
Breach of Duty ,
C-Suite Executives ,
Caremark claim ,
Corporate Governance ,
Corporate Officers ,
Delaware General Corporation Law ,
Fiduciary Duty ,
McDonalds ,
Securities and Exchange Commission (SEC) ,
Sexual Harassment
While a conclusion to the much-hyped case may be approaching, market participants should be wary of doomsday prognostications.
As a new year begins, the digital assets industry is still enduring a deep and widespread crypto...more
1/20/2023
/ Aiding and Abetting ,
Blockchain ,
Cryptocurrency ,
Digital Assets ,
Enforcement Actions ,
Howey ,
Investment Contract ,
Offerings ,
Popular ,
Securities ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Violations ,
Statutory Interpretation ,
Unregistered Securities
Recent statements by regulators and new court decisions signal continued scrutiny of SPACs and operating companies going public through de-SPAC mergers.
Key Points:
..The SEC has indicated that it will continue its...more
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2021幓10ę28ę„ćē±³å½åøę³ē ļ¼United States Department of Justiceć仄äøćDOJćļ¼...more
11/30/2021
/ Compliance ,
Cooperation ,
Corporate Crimes ,
Corporate Misconduct ,
Criminal Prosecution ,
Deferred Prosecution Agreements ,
Department of Justice (DOJ) ,
Enforcement ,
Government Investigations ,
Internal Revenue Code (IRC) ,
Japan ,
Multinationals ,
White Collar Crimes
The changes include more focus on individual accountability, more holistic evaluation of prior corporate misconduct, and stricter corporate resolutions.
On October 28, 2021, US Deputy Attorney General Lisa Monaco gave the...more
11/1/2021
/ Attorney General ,
Biden Administration ,
Compliance ,
Cooperation ,
Corporate Crimes ,
Corporate Culture ,
Corporate Misconduct ,
Deferred Prosecution Agreements ,
Department of Justice (DOJ) ,
Enforcement ,
Internal Investigations ,
Non-Prosecution Agreements ,
Policy Statement ,
White Collar Crimes
With the new administration poised to take office, public and private companies will need to consider how President Bidenās regulatory, enforcement, and legislative priorities will affect their businesses. During this...more
2/17/2021
/ Administrative Law Judge (ALJ) ,
Antitrust Provisions ,
Biden Administration ,
Broadband ,
CFIUS ,
Climate Change ,
Commodities ,
Congressional Oversight ,
Cybersecurity ,
Data Privacy ,
Energy Policy ,
Energy Sector ,
Environmental Policies ,
FCC ,
Health Care Providers ,
Investigations ,
Legislative Agendas ,
Life Sciences ,
Net Neutrality ,
Regulatory Agenda ,
Sanctions ,
Securities Regulation ,
White Collar Crimes
The legislation - passed via the first congressional override of the Trump presidency - extends the SECās ability to obtain disgorgement for violations of federal securities laws.
Key Points:
..As amended, the...more
1/4/2021
/ Congressional Override ,
Disgorgement ,
Enforcement Actions ,
Equitable Relief ,
Kokesh v SEC ,
Liu v Securities and Exchange Commission ,
Look-Back Measurement Period ,
NDAA ,
Presidential Veto ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Statute of Limitations
Questions about the scope of the SECās disgorgement authority remain open, including in administrative proceedings.
Key Points:
..Since the April 2017 decision in Kokesh v. SEC, the statutory authority of the Securities...more
6/24/2020
/ 15 U.S.C. Ā§ 78u(d)(5) ,
Administrative Authority ,
Business Expenses ,
Calculation of Damages ,
Corporate Misconduct ,
Disgorgement ,
Enforcement Actions ,
Equitable Relief ,
Kokesh v SEC ,
Lack of Authority ,
Liu v Securities and Exchange Commission ,
Net Profits ,
Remedies ,
SCOTUS ,
Securities and Exchange Commission (SEC)
US regulators are calling attention to financial firmsā obligations to protect against evolving cybersecurity threats.
On October 2, 2019, the Financial Industry Regulatory Authority (FINRA) issued an information notice to...more
11/26/2019
/ Business E-Mail Compromise (BEC) ,
CFTC ,
Cyber Attacks ,
Cyber Threats ,
Cybersecurity ,
Data Protection ,
Data Security ,
Enforcement Actions ,
Financial Industry Regulatory Authority (FINRA) ,
Information Systems Security Program (ISSP) ,
National Futures Association ,
New Guidance
New enforcement advisory encourages reporting of foreign corrupt practices that the agency intends to pursue under the Commodity Exchange Act.
On March 6, 2019, the Division of Enforcement (Division) of the US Commodity...more
Ruling holds that the government cannot use conspiracy and accomplice liability theories to reach foreign nationals that lack US ties.
Key Points:
..Non-resident foreign nationals who are not otherwise subject to direct...more
Respondents in pending or future proceedings should carefully assess their options until several key legal questions are resolved.
The United States Supreme Court recently issued its ruling in Lucia v. Securities and...more
By limiting the availability of Dodd-Frank whistleblower anti retaliation provisions, the Courtās decision may incentivize increased SEC reporting.
In Digital Realty Trust, Inc. v. Somers, the Supreme Court of the United...more
Court denies the US governmentās petition for rehearing, despite argument the decision will hinder cross-border investigations and prosecutions.
Key Points:
..Second Circuit bars governmentās reliance on testimony...more
The courtās Martoma decision reinvigorates the US governmentās ability to prosecute insider trading cases.
Key Points:
- The majority opinion overrules recent case law requiring that an insider have a meaningfully close...more
9/6/2017
/ Confidential Information ,
Corporate Counsel ,
Dirks v SEC ,
Gifts ,
Insider Trading ,
Martoma ,
Personal Benefit ,
Securities Violations ,
Tippers ,
US v Newman ,
US v Salman
The court vacates LIBOR convictions with significant implications for US criminal cases involving cross-border investigations.
Key Points:
..The Fifth Amendment also limits the use a defendantās statements compelled by...more
Rejecting the Tenth Circuit Kokesh decision, the holding that the five-year limitations period applies to SEC disgorgement claims will dramatically affect enforcement actions.
Key Points:
..The Supreme Court decision...more
The agencyās updated advisory for companies and first-ever guidance for individuals shed additional light on its approach for recognizing cooperation.
On January 19, 2017, the Division of Enforcement (Division) of the...more
Salman reaffirms Dirks and holds that a āgiftā of inside information to a trading relative or friend continues to meet the personal-benefit requirement.
The Salman Prosecution -
In 2011, Bassam Yacoub Salman was...more
Senior SEC enforcement staff āSpeaksā to the divisionās performance in 2015 and identifies priorities for 2016.
Senior members of the Enforcement Division of the US Securities and Exchange Commission (SEC) gathered on...more
US publicly listed companies should plan now for proposed stringent policies and required disclosures.
Under the long-awaited proposed rules adopted by the Securities and Exchange Commission on July 1, 2015, generally,...more
The Ninth Circuitās recent decision calls into question the Second Circuitās definition of āpersonal benefitā for insider trading liability in criminal prosecutions.
On July 6, 2015, United States District Court Judge...more
7/13/2015
/ Broker-Dealer ,
Enforcement Actions ,
Hedge Funds ,
Illegal Tipping ,
Insider Trading ,
Judge Rakoff ,
Material Nonpublic Information ,
Personal Benefit ,
Popular ,
Securities and Exchange Commission (SEC) ,
US v Newman
Respondents in SEC enforcement actions increasingly will litigate a wide array of matters in administrative proceedings, rather than having their day in federal district court.
In the wake of significant public...more
Latham & Watkins partners William Baker, Alexander Cohen, Joel Trotter and Lawrence West hosted a webcast āSecurities and Exchange Commission: Critical Issues Facing Public Companies.ā Topics discussed included the increasing...more
4/2/2015
While attorney-client privilege can protect many internal documents, recent court decisions highlight the need to explicitly invoke this protection.
As many US policies now require an increased level of internal...more