On May 6, 2022, the U.S. Securities and Exchange Commission announced that it settled charges against NVIDIA Corporation alleging that the company’s disclosures regarding the impacts of increased use of its gaming products by...more
5/10/2022
/ Bitcoin Mining ,
Corporate Counsel ,
Cryptoassets ,
Decentralized Finance (DeFi) ,
Enforcement Actions ,
Misleading Statements ,
NVIDIA ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations ,
Settlement
On February 10, the U.S. Securities and Exchange Commission proposed two amendments to the rules governing its whistleblower program, Exchange Act Rules 21F-3 and 6. “These amendments, if adopted, would help ensure that...more
A. Basic Overview of Statute -
The Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1, et seq. (FCPA), makes it unlawful for U.S. persons and entities and others who act within the jurisdiction of the...more
2/4/2022
/ Anti-Bribery ,
Anti-Corruption ,
Biden Administration ,
Bribery ,
Corporate Misconduct ,
Corruption ,
Criminal Investigations ,
Criminal Penalties ,
Criminal Prosecution ,
Cross-Border Transactions ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Foreign Corrupt Practices Act (FCPA) ,
Foreign Governments ,
Internal Controls ,
Money Laundering ,
Multinationals ,
National Security ,
OECD ,
Securities and Exchange Commission (SEC) ,
Whistleblower Awards ,
Whistleblowers ,
White Collar Crimes
On September 23, 2021, in United Food and Commercial Workers Union v. Zuckerberg et al., the Delaware Supreme Court restated and refined the demand futility test for bringing shareholder derivative claims when it affirmed the...more
Although Special Purpose Acquisition Companies (SPACs) have been around for decades, only recently have they experienced an incredible surge in popularity and, inevitably, attention from regulators and plaintiffs’ law firms....more
Last week, the U.S. Securities and Exchange Commission (“SEC”) brought enforcement actions against a company and its former CEO for failure to adequately disclose certain compensation and related party transactions. The move...more
3/3/2021
/ CEOs ,
Compensation ,
Cooperation ,
Disgorgement ,
Enforcement Actions ,
Failure To Disclose ,
Fines ,
Internal Investigations ,
Item 402 ,
Policies and Procedures ,
Proxy Statements ,
Regulation S-K ,
Remediation ,
Section 13 ,
Section 17(a) ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Violations
Institutional Shareholder Services (“ISS”) published its proxy voting guidelines updates for 2021 (“Policy Updates”) on November 12, 2020. The changes that are likely to be of most interest to companies include new and...more
11/18/2020
/ Advance Notice ,
Annual Meeting ,
Board of Directors ,
Bylaws ,
Corporate Governance ,
Diversity ,
Environmental Social & Governance (ESG) ,
Exclusive Forum ,
Independent Directors ,
Institutional Shareholder Services (ISS) ,
Poison Pill ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
S&P ,
Shareholder Proposals ,
Virtual Meetings
Last month, the SEC announced that a public company had agreed to pay a $20 million penalty to resolve charges related to its repurchase of stock while supposedly in possession of material, non-public information (“MNPI”)...more
A lot of attention has been paid to board diversity – or lack thereof – in recent months. California enacted AB-979, which expanded upon California’s earlier gender diversity law and requires boards to make strides in other...more
11/11/2020
/ Board of Directors ,
Breach of Duty ,
Corporate Governance ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Duty of Candor ,
Duty of Loyalty ,
False Statements ,
Fiduciary Duty ,
Good Faith ,
Misleading Statements ,
Misrepresentation ,
Proxy Statements ,
Public Statements ,
Publicly-Traded Companies ,
Securities Exchange Act of 1934 ,
Shareholders
Now that indoor fitness centers around the country are reopening, fitness facility operators are concerned about potential liability for COVID-related illnesses. This is because even the most conscientious business operators...more
The emergence of COVID-19 has led to increased litigation and government activity across all industries, and this trend is only likely to accelerate. To assist you in better understanding your risk, we have examined matters...more
The Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) released brief policy guidance on April 20, 2020, addressing the COVID-19 pandemic’s impact on the capability of the global business...more