On the heels of record-breaking enforcement in 2022, expect continued aggressive pursuit of Chair Gensler’s priorities in 2023.
The SEC will continue to bring its considerable resources to bear to address ESG-related...more
1/30/2023
/ Audits ,
Broker-Dealer ,
Compliance ,
Consumer Protection Act ,
Corporate Counsel ,
Cryptocurrency ,
Cybersecurity ,
Digital Assets ,
Dodd-Frank ,
Enforcement ,
Environmental Social & Governance (ESG) ,
Individual Accountability ,
Insider Trading ,
Investment Adviser ,
Private Funds ,
Proposed Rules ,
Securities ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs) ,
Whistleblowers ,
Willful Misconduct
As the SEC continues to develop its ESG agenda, a series of recent cases underscores the risk posed by ESG-related litigation.
Although the courts have not been receptive to the most recent round of ESG-related lawsuits,...more
March Madness extends into April as the Commission markedly increases its focus on SPACs.
Surprise pronouncements call into question use of the PSLRA safe harbor for projections and accounting treatment for warrants....more
4/19/2021
/ Corporate Counsel ,
Disclosure Requirements ,
Enforcement Actions ,
Initial Public Offering (IPO) ,
Insider Trading ,
Investors ,
New Guidance ,
Offering Documents ,
Proxy Statements ,
PSLRA ,
Registration Statement ,
Risk Mitigation ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs)
SPACs have seen exponential growth in 2020, but SPAC sponsors, investors and targets should beware the scrutiny de-SPAC transactions are receiving from the plaintiffs’ bar and the SEC.
2020’s SPAC IPO explosion will...more
12/16/2020
/ Corporate Counsel ,
D&O Insurance ,
Enforcement Actions ,
Financial Institutions ,
Initial Public Offering (IPO) ,
Private Securities Litigation Reform Act of 1995 ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Exchange Act of 1934 ,
Special Purpose Acquisition Companies (SPACs)
Delaware Supreme Court reinstates case alleging fiduciary breach for failure to disclose CEO’s post-merger compensation discussions.
Deal negotiators should take care not to negotiate their own post-closing compensation...more
7/9/2020
/ Board of Directors ,
Compensation ,
Corporate Counsel ,
DE Supreme Court ,
Duty of Loyalty ,
Executive Compensation ,
Indemnification ,
Merger Agreements ,
Negotiations ,
Personal Liability ,
Publicly-Traded Companies ,
Reversal
The Private Securities Litigation Reform Act of 1995 protects “forward-looking statements”—that is, predictions about the future, at least when they are accompanied by “meaningful cautionary statements” that could cause the...more
9/11/2017
/ Appeals ,
Corporate Counsel ,
FDA Approval ,
Form 8-K ,
Fraudulent Marketing ,
Investors ,
Material Misstatements ,
Medical Devices ,
Misleading Statements ,
PLSRA ,
Safe Harbors ,
Securities Fraud
Section 304 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. § 7243) requires CEOs and CFOs to repay bonuses, incentive- and equity-based compensation, and profits realized on the sale of securities received in the 12 months...more
9/9/2016
/ CEOs ,
CFOs ,
Clawbacks ,
Corporate Counsel ,
Corporate Misconduct ,
Disgorgement ,
Executive Compensation ,
Financial Statements ,
Sarbanes-Oxley ,
Section 304 ,
Securities and Exchange Commission (SEC)