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Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue we discuss...more
Recently, the SEC announced settled charges against a former chairman/CEO and director of Church & Dwight Co. Inc., for violating proxy disclosure rules by standing for election as an independent director without informing...more
The U.S. Securities and Exchange Commission ("SEC") has charged a group of small companies with making deficient filings on Form 12b-25, harkening back to the SEC's "broken windows" strategy from the last decade....more
A number of recent SEC enforcement actions alleging failure to disclose perquisites, summarized below, highlight the importance of the questionnaires routinely used in connection with the preparation of SEC reports and proxy...more
The business community was put on notice last week after the Department of Justice (DOJ) announced the resignations of seven directors from five corporate boards following what DOJ called the “first in a broader review of...more
Last week, the Securities and Exchange Commission (SEC) filed a complaint in U.S. District Court against a company’s director, former CEO and former CFO for allegedly making false and misleading statements to the company’s...more
The judgment has important implications for the competition law compliance responsibilities of company directors. On 3 July 2020, the High Court disqualified Michael Martin from acting as a director for seven years. The...more
Whistleblower Developments is a periodic report covering significant cases, decisions, proposals, and legislation related to whistleblower statutes and how they may impact your business. Recent developments include: ...more
On 9th December High Court heard one of the first applications to vary Company Director Disqualification Undertakings (“CDU”) given by two directors of a group of companies previously found guilty by the Competition & Markets...more
What the FTC Wants, the FTC (Mostly) Gets - In recent weeks the Federal Trade Commission has been on a tear. As one example, on July 22 it announced a $700 million settlement with Equifax for “the 2017 data breach that...more
Sender Primary Liability for Misstatements in PPMs and Prospectuses: Lorenzo v. SEC (No. 17-1077 -- U.S. – 2019). On March 27th, the Supreme Court issued a 1934 Act Rule 10b-5 opinion that will have implications for...more
On March 27, 2019, the U.S. Supreme Court issued its decision in Lorenzo v. SEC,[i] affirming the expansive view of the U.S. Securities and Exchange Commission (“SEC” or “Commission”) that, under the right circumstances,...more
Highly anticipated opinion extends primary liability for securities fraud beyond the “maker” of false statements. Key Points: ..The Court held that a defendant’s act of sending emails drafted by another, that the...more
In a 6 to 2 opinion Wednesday, the U.S. Supreme Court declined to extend its holding in Janus Capital Grp., Inc. v. First Derivative Traders, 564 U.S. 135 (2011) beyond Exchange Act Rule 10b-5(b), and held that a person who...more
Earlier this week, in Lorenzo v. SEC, the US Supreme Court held – by a 6-2 vote – that a person who disseminates false statements with the requisite intent (state of mind) can be found liable for a violation of Rule 10b–5(b),...more
On March 27, 2019, the Supreme Court of the United States issued its decision in Lorenzo v. Securities and Exchange Commission, 587 U.S. ___ (2019) curtailing any meaningful distinction between liability of a statement maker...more
A public company executive recently entered into a consent decree with the Federal Trade Commission (FTC) pursuant to which he agreed to pay US$609,810 in fines for acquiring additional voting shares in violation of the...more
For only the second time in its history, the Competition and Markets Authority (CMA) has secured the disqualification of directors whose companies have infringed competition law. ...more
According to the SEC in an order settling an enforcement action, Alan Shortall was CEO and Chairman of Unilife Corporation, a Nasdaq listed issuer. According to the SEC, Shortall arranged for Unilife to make personal payments...more
The Court of First Instance’s decision has important implications for directors of listed companies when failing to act in the best interests of the company. Background - On July 15, 2015, the Securities and Futures...more
Today, the UK Competition and Markets Authority (CMA) published a 60-second summary for company directors to avoid disqualification for breaches of competition law. Please see the full text of the guidance here. This is part...more
On Friday, the SEC filed a complaint against James C. Cope, a former member of the Executive Committee of Pinnacle Financial Partners’ (“PFP”) board of directors, alleging that he engaged in insider trading. The same day,...more
Cyberattacks are attempts by hackers to damage, destroy and/or steal data from a computer network or system. From 2013 to 2015, more than 153.6 million people had information stolen in cyberattacks involving companies such as...more
Non-Enforcement - Mutual Fund Directors Must Be Vigilant in Addressing Risks - In remarks to the Mutual Fund Directors Forum, SEC Chair Mary Jo White outlined some of the risks and challenges that mutual fund...more
Non-Enforcement - Remember to Update Your Risk Disclosure on an Ongoing Basis - The staff of the Securities and Exchange Commission (SEC) issued guidance reminding mutual funds, exchange traded funds, and other...more