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SEC's and Private Litigants' Continued Focus on "AI Washing"

On September 4, 2024, U.S. Securities and Exchange Commission ("SEC") Chair Gary Gensler reiterated concerns about artificial intelligence-related ("AI") disclosures and the need for companies to communicate accurately about...more

DOJ Updates Corporate Compliance Program Guidance With a Focus on AI and Emerging Technologies

The Situation: In September 2024, the U.S. Department of Justice ("DOJ" or "Department") announced updates to its Evaluation of Corporate Compliance Programs guidance covering three primary areas: (1) the risks of artificial...more

NDIL Launches Pilot Program to Encourage Individual Self-Disclosure of Organizational Misconduct

The Development: On September 16, 2024, the U.S. Attorney's Office for the Northern District of Illinois ("NDIL") announced its six-month Individual Self-Disclosure Pilot Program for Organizational Misconduct ("Pilot...more

SEC Settles Charges with Keurig Over ESG Disclosures

On September 10, 2024, the SEC settled charges against Keurig for "incomplete and inaccurate" ESG disclosures about the recyclability of Keurig's K-Cup pods, signaling a continued focus on environmental-related disclosures...more

SEC Dismisses In-House Proceedings Against Accountants Following Jarkesy

In the wake of the U.S. Supreme Court's recent Jarkesy decision, the U.S. Securities and Exchange Commission ("SEC") dismissed two contested Rule 102(e) proceedings against accountants, suggesting that the agency believes...more

SEC v. SolarWinds: Court Rejects SEC Authority Over Cybersecurity Controls and Most Alleged Disclosure Violations

The U.S. District Court for the Southern District of New York dismissed the majority of claims that the Security and Exchange Commission ("SEC") asserted against SolarWinds, including claims that the company's alleged...more

SEC v. Jarkesy: Defendants Entitled to Jury Trial in SEC Fraud Actions

Seventh Amendment entitles defendants to jury trials when the SEC seeks civil penalties for securities fraud. ...more

DOJ Prevails in Insider Trading Trial Based Solely on Stock Sales Under 10b5-1 Trading Plans

The U.S. Department of Justice ("DOJ") won at trial in its first insider trading prosecution against an executive based exclusively on his sales of stock under 10b5-1 trading plans....more

Substantial Strengthening of Australia's Foreign Bribery Laws: Are Your Procedures up to Scratch?

The Situation: The Australian Federal Parliament has passed the Crimes Legislation Amendment (Combatting Foreign Bribery) Act 2024 ("Act"), some six years after a bill to create a 'failure to prevent' foreign bribery offence...more

U.S. Supreme Court Bars Liability for "Pure Omissions" Under Section 10(b) of Securities Exchange Act

The United States Supreme Court in Macquarie Infrastructure Corp. v. Moab Partners, L.P., No. 22-1165, ruled that a corporation is not liable under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 for...more

SEC Prevails in Novel "Shadow Trading" Insider Trading Trial

The Securities and Exchange Commission ("SEC") won at trial in its first "shadow trading" case, holding a corporate official liable for insider trading for using nonpublic information about his company's acquisition to trade...more

SEC Reaffirms Importance of Self-Reporting and Cooperation, but Benefits Remain Ambiguous

Recently, a senior officer from the SEC's Division of Enforcement defended the penalties the Commission has levied on firms for failing to capture and retain their employees' "off-channel" electronic communications, and, in...more

FinCEN Issues Final Rule Extending Beneficial Ownership Information Reporting Deadline for New Entities

The Financial Crimes Enforcement Network ("FinCEN") has issued a final rule ("Final Rule") extending the initial reporting deadline for new entities required to file beneficial ownership information ("BOI") with FinCEN to 90...more

2023 Securities Litigation Year in Review

During 2023, securities lawsuit filings rose for the first time in four years. Settlements declined last year; there were nine mega-settlements of more than $100 million, including a $1 billion settlement. Case filings...more

Supreme Court Holds Proof of Retaliatory Intent Not Required for Sarbanes-Oxley Whistleblower Claims

The Background: In August 2022, the United States Court of Appeals for the Second Circuit held in Murray v. UBS Securities, LLC., et al. ("Murray") that an employee suing his employer under the anti-retaliation provisions of...more

SEC Rejects Call to Alter "No Admit/No Deny" Settlement Rule

On January 30, 2024, the Securities and Exchange Commission ("SEC") denied a Petition for Rulemaking to amend SEC Rule 202.5(e), known as the SEC's "no-admit/no-deny" rule or, more pejoratively, the "gag rule."...more

SDNY Launches Whistleblower Pilot Program to Encourage Self-Disclosure of Criminal Conduct

The recently created SDNY Whistleblower Pilot Program encourages individuals to self-disclose certain criminal conduct and cooperate in resulting investigations and prosecutions. ...more

SEC Enforcement in Financial Reporting and Disclosure: 2023 Year-End Update

We are pleased to present our latest update on financial reporting and issuer disclosure enforcement activity. This White Paper primarily focuses on the U.S. Securities and Exchange Commission’s (“SEC”) enforcement activity...more

FCPA 2023 Year in Review

Foreign Corrupt Practices Act (“FCPA”) enforcement continues to slowly rebound from pre-pandemic levels. In 2023, the Department of Justice (“DOJ”) and the Securities and Exchange Commission (“SEC”) resolved 13 corporate FCPA...more

SEC Chair Warns Against "AI Washing"

As public companies increasingly discuss their artificial intelligence ("AI") capabilities, the U.S. Securities and Exchange Commission ("SEC") reminds us that it is closely watching these claims....more

Considerations for Addressing DOJ’s Corporate Compliance Guidance on Mobile Devices and Messaging Platforms

In light of the DOJ’s most recent guidance on the use of personal devices and third-party messaging applications by corporate personnel, this White Paper addresses issues and challenges that companies are facing in this area...more

DOJ Announces Safe Harbor Policy for Voluntary Self-Disclosures in Mergers and Acquisitions

Under a new U.S. Department of Justice ("DOJ") policy related to mergers and acquisitions ("M&A"), DOJ will decline to prosecute an acquiring company for misconduct by an acquired company where the acquiring company timely...more

JONES DAY TALKS®: The Evolution of Corporate Compliance Programs: Key Issues for Multinational Companies [Audio]

Across every industry and every region of the world, corporate compliance programs have increasingly become an integral part of a company's operations and procedures—and the trend shows no signs of slowing. In the first in a...more

Court Grants Starbucks Corporation's Motion to Dismiss Advocacy Group's Complaint Targeting DEI Initiatives

A Washington federal judge dismissed challenges to Starbucks's Diversity, Equity, and Inclusion ("DEI") policies in a strongly worded opinion, making clear that politics don't belong in his courtroom....more

Preparing for Major Changes in FinCEN Beneficial Ownership Reporting

An estimated 32.6 million domestic and foreign companies will soon be required to report information about their beneficial owners to the U.S. Treasury. This White Paper describes the new requirements and the steps companies...more

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