Non-director officers may face liability for failing to properly oversee the corporation’s affairs and ignoring “red flags” within their “areas of responsibility.”
Key Points:
..The McDonald’s Corporation’s 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
The legislation - passed via the first congressional override of the Trump presidency - extends the SEC’s 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 SEC’s 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. § 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)
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 Court’s decision may incentivize increased SEC reporting.
In Digital Realty Trust, Inc. v. Somers, the Supreme Court of the United...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
Senior SEC enforcement staff “Speaks” to the division’s 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 Circuit’s recent decision calls into question the Second Circuit’s definition of “personal benefit” 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
Investment adviser and its owner settle SEC enforcement action for nearly US$2.2 million.
On June 16, 2014, the US Securities and Exchange Commission issued a cease and desist order and assessed a US$300,000 civil...more