The U.S. Court of Appeals for the D.C. Circuit (the “Court”) issued a major ruling against the Securities and Exchange Commission (“SEC”) on August 29, 2023, holding that the SEC acted arbitrarily and capriciously when it...more
The Securities and Exchange Commission (“SEC”) issued a cease-and-desist order on August 28, 2023, charging Impact Theory, LLC (“Impact Theory”) with conducting an unregistered offering of crypto asset securities in violation...more
9/8/2023
/ Cryptocurrency ,
Digital Assets ,
Enforcement Actions ,
Ethereum ,
Howey ,
Investment ,
Investors ,
Non-Fungible Tokens (NFTs) ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Tokens
In the latest decision evaluating the application of federal securities laws to the digital asset context, Judge Jed S. Rakoff of the United States District Court for the Southern District of New York (“SDNY”) ruled in favor...more
8/23/2023
/ Cryptoassets ,
Digital Assets ,
Howey ,
Investment ,
Investment Contract ,
Liquidity ,
New York ,
Profits ,
Registration Requirement ,
Ripple ,
Securities ,
Securities and Exchange Commission (SEC) ,
Stablecoins ,
Token Sales
On July 13, 2023, the United States District Court for the Southern District of New York (the “Court”) issued a major ruling in in a closely-followed lawsuit brought by the Securities and Exchange Commission (the “SEC”)...more
The Supreme Court yet again unanimously overturned bribery convictions based on prosecutorial overreach via the honest services wire fraud statute. The steady stream of reversals fundamentally challenges the DOJ’s approach in...more
The First Circuit applied a narrow definition of “bribery” for honest services fraud under 18 U.S.C. § 1346. Payments made to the purportedly harmed party in the alleged bribery scheme—here, the universities—cannot...more
A Southern District of California federal district court in Sarcuni v. bZx DAO held on March 27, 2023, that decentralized autonomous organizations (“DAOs”), which are member-owned communities that maintain financial records...more
The Supreme Court recently denied certiorari in a case that presented the issue of whether corporate “tag” jurisdiction, which arises from serving a corporate executive temporarily present in the relevant territory (say, the...more
Last week, the Department of Justice (“DOJ”) announced a Compensation Incentives and Clawbacks Pilot Program (the “Pilot Program” or “Program”) that will apply to all corporate criminal resolutions with the Criminal Division...more
The Department of Justice announced on February 23, 2022, that it would no longer be “grouping cases under the China Initiative rubric,” which many in the press presented as the end of the China Initiative program.
But as...more
This week the Department of Justice rolled out its new United States Attorney’s Offices’ Voluntary Self-Disclosure Policy.
The Policy, which is effective immediately, details when a company will be considered to have made...more
There is a growing trend of shareholders and other stakeholders using litigation to hold companies and their directors accountable regarding ESG issues.
Shareholder activists and other stakeholders are using the courts in...more
This week the DOJ published revisions to its Corporate Enforcement Policy designed to even further encourage companies to make voluntary self-disclosures of wrongdoing within their ranks, cooperate with investigations, and...more
1/20/2023
/ Compliance ,
Corporate Crimes ,
Corporate Fraud ,
Corporate Misconduct ,
Department of Justice (DOJ) ,
FCPA Corporate Enforcement Policy (CEP) ,
Federal Sentencing Guidelines ,
Investigations ,
Remedial Actions ,
Securities Fraud ,
Self-Disclosure Requirements
The Third Circuit Court of Appeals ruled yesterday in United States v. Banks1 that under the U.S. Sentencing Guidelines, “loss” means only actual loss and not intended loss.
Although the term “loss” is not explicitly...more
Addressing an important issue for in-house counsel, the Supreme Court will resolve a three-way circuit split as to when “dual-purpose” attorney-client communications that contain both legal and non-legal advice are protected...more
ESG – environmental, social and governance factors – has become a major focus for organisations which are under growing pressure to demonstrate they are doing the right thing and executing their commitments to sustainable...more
10/14/2022
/ Corporate Governance ,
Corporate Social Responsibility ,
Due Diligence ,
Environmental Social & Governance (ESG) ,
European Commission ,
European Parliament ,
Investors ,
Nasdaq ,
Net Zero ,
Public Policy ,
Reporting Requirements ,
Risk Assessment ,
SFDR ,
Stakeholder Engagement ,
Supply Chain ,
Sustainability
DOJ and the SEC Enforcement Division have launched initiatives targeting executive compensation clawbacks.
The SEC is aggressively pursuing SOX 304 compensation clawbacks from Chief Executive Officers and Chief Financial...more
In response to President Biden’s March 9, 2022 Executive Order on digital assets, the DOJ announced the formation of a new network of prosecutors tasked with becoming specialists in investigating and prosecuting alleged...more
9/22/2022
/ Anti-Money Laundering ,
Biden Administration ,
CFTC ,
Consumer Financial Protection Bureau (CFPB) ,
Cryptocurrency ,
Department of Justice (DOJ) ,
Digital Assets ,
Digital Currency ,
Enforcement ,
Executive Orders ,
Federal Trade Commission (FTC) ,
Financial Institutions ,
Penalties ,
Popular ,
Proposed Legislation ,
Securities and Exchange Commission (SEC) ,
Stablecoins ,
Statute of Limitations
Late last week, the Department of Justice’s Deputy Attorney General, Lisa Monaco, announced several new guidelines for prosecutors to use when determining how to assess and treat corporate offenders....more
9/21/2022
/ Compliance ,
Compliance Monitoring ,
Corporate Crimes ,
Corporate Misconduct ,
Department of Justice (DOJ) ,
Enforcement ,
Individual Accountability ,
New Guidance ,
Prior Wrongful Acts ,
Recidivism ,
Self-Disclosure Requirements ,
Transparency
The Securities and Exchange Commission (the “SEC”) on July 21, 2022, filed a complaint (the “SEC Complaint”) alleging insider trading violations against an insider, his brother, and a friend, claiming that the trio engaged in...more
8/15/2022
/ Coinbase ,
Crypto Exchanges ,
Cryptocurrency ,
Digital Assets ,
Enforcement Actions ,
Financial Services Industry ,
Insider Trading ,
Misappropriation ,
Non-Public Information ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Violations
Introduction -
In West Virginia v. EPA, the Supreme Court confirmed a robust “major questions” canon of construction that will restrain administrative agencies’ ability to regulate on issues of “vast economic and...more
7/21/2022
/ Air Pollution ,
Clean Air Act ,
Clean Power Plan ,
Climate Change ,
Commercial Litigation ,
Discharge of Pollutants ,
Environmental Policies ,
Environmental Protection Agency (EPA) ,
Global Warming ,
Greenhouse Gas Emissions ,
Pollution Control ,
Power Plants ,
Regulatory Authority ,
Resource Management ,
SCOTUS ,
West Virginia v EPA
Key Takeaways -
According to sources with firsthand knowledge, the SEC is conducting an industry-wide inquiry into alleged insider trading activities of cryptocurrency exchanges.
Insider trading occurs when a corporate...more
7/6/2022
/ Bitcoin ,
Capital Markets ,
Cryptoassets ,
Cryptocurrency ,
Enforcement Actions ,
Enforcement Priorities ,
Financial Instruments ,
Financial Regulatory Agencies ,
Insider Trading ,
Investment Opportunities ,
Popular ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Trading Platforms ,
Virtual Currency
Key Takeaways -
As DOJ senior leadership signaled it would do since March, DOJ has now officially required as part of resolving a corporate enforcement action, that a Chief Compliance Officer (CCO) and Chief Executive...more
7/1/2022
/ Anti-Corruption ,
CEOs ,
Certification Requirements ,
Chief Compliance Officers ,
Cooperative Compliance Regime ,
Corporate Misconduct ,
Criminal Liability ,
Department of Justice (DOJ) ,
New Guidance ,
Regulatory Requirements ,
Risk Management ,
White Collar Crimes
Introduction -
Cryptocurrencies have surged in popularity in recent years. As we have reported in recent OnPoints, the swift growth and adoption of cryptocurrencies raise legal questions about everything from their...more
Key Takeaways-
The United States Securities and Exchange Commission announced a settlement against chip manufacturing company Nvidia Corporation, on May 6, 2022, for inadequate disclosures concerning the impact of...more
5/19/2022
/ Bitcoin Mining ,
Corporate Counsel ,
Cryptocurrency ,
Enforcement Actions ,
Failure To Disclose ,
Gaming ,
Gaming Revenues ,
Microchip Technology ,
NVIDIA ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Settlement Agreements