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Disclosure Requirements Fiduciary Duty Securities Regulation

Carlton Fields

Five Tips for a New Public Company Director

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How should attorneys advise their clients who are new to a public company board? Where should a corporate secretary start if asked to provide an orientation for a public company board? Former SEC Special Counsel Brian Soares...more

Bradley Arant Boult Cummings LLP

SEC Continues to Scrutinize Investment Adviser Fee Disclosures

Although certain enforcement priorities of the U.S. Securities and Exchange Commission (SEC) have shifted under new Chairman Paul S. Atkins, the SEC continues to scrutinize investment advisers’ disclosures regarding the fees...more

Paul Hastings LLP

Public Company Watch: Q1 2025

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The Q1 2025 edition of the Public Company Watch highlights critical updates and regulatory changes affecting public companies. Staying informed on these topics is crucial for effective compliance and strategic planning....more

Troutman Pepper Locke

First Circuit Questions Materiality in SEC's Case Against Commonwealth Equity Services

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On April 1, the U.S. Court of Appeals for the First Circuit vacated a summary judgment ruling in favor of the Securities and Exchange Commission (SEC) against Commonwealth Equity Services, LLC, also known as Commonwealth...more

Ropes & Gray LLP

First Circuit Vacates Summary Judgment Award and $93 Million Order in Revenue Sharing Case

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On April 1, 2025, the United States Court of Appeals for the First Circuit overturned a $93 million judgment issued against Commonwealth Financial Network (“Commonwealth”) nearly one year ago in a case by the Securities and...more

Seward & Kissel LLP

SEC Charges Investment Advisers for Compliance Failures Relating to Cash Sweep Programs

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Quick Take: Indicative of a recent SEC focus on bank deposit sweep programs (BDSPs) offered to advisory clients through broker-dealers, the SEC recently settled charges against three dually registered investment advisers and...more

K&L Gates LLP

Asset Management Regulatory Year in Review 2024

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2024 was a year of meaningful regulatory change for asset managers globally. The regulatory activity was wide ranging and without a particular unifying theme. In fact, the wide, and in cases diverging focuses of key global...more

Mayer Brown Free Writings + Perspectives

Sheep in the Steep?

On January 27, 2025, US Securities and Exchange Commission Commissioner Hester Peirce gave the keynote address at the Northwestern Securities Regulation Institute in which she offered her personal views on how public...more

SEC Compliance Consultants, Inc. (SEC³)

January 2025 Regulatory Roundup

Trump Picks New SEC Head, SEC Enforcement Starts Strong in 2025, and Latest Lessons from EXAMS: Details Matter and Duty of Care Fails - Welcome to our January 2025 Regulatory Roundup, where we provide practical advice on the...more

Carlton Fields

The Mysterious Boundary Beyond Which “Personal” Relationships Jeopardize a Director’s Independence

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In a recent enforcement action, the SEC concluded that the relationship between James Craigie and an officer of Church & Dwight Co. fatally undermined Craigie’s status as an “independent director” of the company under New...more

Morgan Lewis

Compliance Alert: SEC’s 2025 Examination Priorities

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The US Securities and Exchange Commission’s (SEC’s) Division of Examinations released its annual report of examination priorities on October 21, 2024 (the Exam Priorities). The annual Exam Priorities report, which is designed...more

DLA Piper

From Expert to Director: How to Navigate the Complexities and Scrutiny of Public Company Board Service

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Becoming a first-time director of a public company is a goal not easily achieved and can represent a significant personal and professional accomplishment, giving an individual a platform to share their expertise to help a...more

A&O Shearman

SEC private fund adviser rule vacated by Fifth Circuit

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On June 5, 2024, the U.S. Court of Appeals for the Fifth Circuit held that the U.S. Securities and Exchange Commission had exceeded its statutory authority in adopting its controversial private fund advisers rule....more

Sullivan & Worcester

Are the SEC’s Private Fund Advisers Rules Now Dead? No, but they are on Life Support

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The U.S. Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) has thrown a wrench into the gears of the U.S. Securities and Exchange Commission (the “SEC”) in its attempt to regulate those investment advisers that...more

Davies Ward Phillips & Vineberg LLP

Canadian Mergers & Acquisitions: A Guide for Investment Banks, Bidders and Boards, 10th edition

Davies’ Canadian Mergers & Acquisitions guide draws on our substantial cross-border M&A experience to offer guidance on both the legal framework and practical aspects of Canadian mergers and acquisitions, including critical...more

Lowenstein Sandler LLP

The SEC’s Private Fund Adviser Rules Explained — Part 1: The Restricted Activities Rule

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On August 23, 2023, the U.S. Securities and Exchange Commission (SEC) adopted new and amended rules under the Investment Advisers Act of 1940, as amended (the Advisers Act), to address what it perceives as certain conflicts...more

Katten Muchin Rosenman LLP

Financial Markets and Funds Quick Take | Issue 11

SEC Announces Inspection Priorities for 2023 - On February 7, the Securities and Exchange Commission (SEC) announced its inspection priorities for the current year. The announcement began by noting that the SEC examined 15...more

Goodwin

Exempt Reporting Advisers Faced Significantly More SEC Enforcements in 2022

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The Securities and Exchange Commission (SEC) brought an unusually high number of enforcement actions against exempt reporting advisers in 2022 — that appears to be more than the prior three years combined and a record number...more

Burr & Forman

SEC Proposes Cybersecurity Rule for Advisers, Investment Companies

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On February 9, the SEC proposed new cybersecurity risk management regulations for investment advisers, registered investment companies (funds), and business development companies....more

Stinson - Corporate & Securities Law Blog

Proxy Statement Adequately Described Purpose of Equity Incentive Plan

In Pascal v. Czerwinski et al, the Delaware Court of Chancery considered whether disclosures in Columbia Financial’s 2019 proxy statement related to the adoption of an equity incentive plan, or EIP, were adequate. ...more

Stinson LLP

New Form CRS to be Required from Investment Advisers and Broker-Dealers Next Week

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Designed to protect retail investors from conflicts of interest, the SEC's new Regulation Best Interest, known as Reg BI, and related rules take effect on June 30, 2020. Every SEC-registered investment adviser and...more

Polsinelli

SEC Announces Examination Priorities for Regulation Best Interest and Form CRS

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On June 5, 2019, the Securities and Exchange Commission (“SEC”) adopted Regulation Best Interest (“Regulation Best Interest” or “Reg BI”), which establishes a new standard of conduct under the Securities Exchange Act of 1934...more

Groom Law Group, Chartered

New Regulation Best Interest FAQs Address Topics Familiar to DOL Fiduciary Rule Veterans

On January 10, 2020, the staff of the Securities and Exchange Commission (“SEC”) updated its frequently asked questions on Regulation Best Interest (the “FAQs”). ...more

Rumberger | Kirk

Minimizing Liability Under the SEC’s Reg-BI

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Litigation Risks Posed by the SEC’s Regulation Best Interest - Pete Tepley and Meredith Lees highlight litigation risks posed by the SEC’s Regulation Best Interest (Reg-BI), litigation risks that may arise from Reg-BI’s...more

Faegre Drinker Biddle & Reath LLP

Best Interest Standard of Care for Advisors #20

Regulation Best Interest: Rollover Recommendations and Form CRS/ADV Part 3 Disclosures (Rollovers Part 6) - The SEC has issued its final Regulation Best Interest (Reg BI), Form CRS Rule, RIA Interpretation and Solely...more

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