On August 26, 2024, the Securities and Exchange Commission (SEC) announced an order against a registered investment adviser, Sound Point Capital Management, LP, for its failure to “establish, maintain, and enforce written...more
This month the SEC secured a jury trial victory in its much-discussed “shadow trading” case in SEC v. Panuwat. As we have described in a prior alert, the term “shadow trading” has been used to refer to trading in the...more
At an industry event in early 2023, Commodity Futures Trading Commission (CFTC or the Commission) Chairman Rostin Behnam set out a comprehensive agenda to include nearly three dozen rulemaking proposals as well as “business...more
2/28/2024
/ Asset Class ,
CFTC ,
Commodities ,
Compliance ,
Conflicts of Interest ,
Congressional Review Act ,
Derivatives ,
Derivatives Clearing Organizations ,
Dodd-Frank ,
Enforcement Actions ,
Enforcement Priorities ,
Form PF ,
Futures Commission Merchants (FCMs) ,
Major Swap Participants ,
Regulatory Authority ,
Reporting Requirements ,
Risk Management ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Swaps
On February 6, 2024, by a vote of 3-2 along party lines, the Securities and Exchange Commission (the SEC or the Commission) adopted Rules 3a5-4 and 3a44-2 under the Securities Exchange Act of 1934 (the Exchange Act), which...more
2/27/2024
/ Dealers ,
Government Securities ,
Liquidity ,
Market Participants ,
New Rules ,
Registered Investment Companies (RICs) ,
Registration Requirement ,
Securities and Exchange Commission (SEC) ,
Securities Dealers ,
Securities Exchange Act ,
Securities Traders
On January 9, 2024, the Financial Industry Regulatory Authority published its 2024 FINRA Annual Regulatory Oversight Report. Previously titled Report on FINRA’s Examination and Risk Monitoring Program, the Report is released...more
1/18/2024
/ Artificial Intelligence ,
Best Execution ,
Broker-Dealer ,
Conflicts of Interest ,
Cryptoassets ,
Electronic Communications ,
Equity Securities ,
Financial Industry Regulatory Authority (FINRA) ,
Fixed Income Investments ,
Public Communications ,
Regulation Best Interest ,
Regulation BI ,
Regulation SHO ,
Regulatory Oversight ,
Retail Investors ,
Retail Sales ,
Securities and Exchange Commission (SEC)
The Commodity Futures Trading Commission (CFTC) Division of Enforcement recently released a new advisory to its staff related to penalties, corporate compliance monitors and consultants, and admissions in CFTC enforcement...more
10/31/2023
/ Admissions ,
CFTC ,
Compliance ,
Compliance Monitoring ,
Consultants ,
Cooperation ,
Department of Justice (DOJ) ,
Enforcement Guidance ,
Enforcement Priorities ,
Penalties ,
Securities and Exchange Commission (SEC)
In December 2022, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 10b5-1, the rule that provides an affirmative defense to claims of insider trading for persons acquiring or disposing of...more
12/30/2022
/ 10b5-1 Plans ,
Affirmative Defenses ,
Amended Regulation ,
Corporate Governance ,
Disclosure Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Publicly-Traded Companies ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
On December 14, 2022, the Securities and Exchange Commission (“SEC” or “Commission”) released four sweeping rulemaking proposals that would change market structure as we currently know it and introduce a new federal standard...more
On February 25, 2022, the Securities and Exchange Commission (SEC) proposed Rule 13f-2 under the Securities Exchange Act of 1934 (the Exchange Act) and the corresponding Form SHO, which, if adopted, would require...more
On January 26, 2022, the Securities and Exchange Commission (SEC) proposed amendments to private fund reporting rules that would increase the information required to be reported to the SEC on Form PF and the frequency of...more
2/4/2022
/ Comment Period ,
Disclosure Requirements ,
Form PF ,
FSOC ,
Hedge Funds ,
Investment Adviser ,
Investment Funds ,
Money Market Funds ,
Private Equity Funds ,
Proposed Rules ,
Securities and Exchange Commission (SEC)
The Securities and Exchange Commission’s (SEC or Commission) actions in 2021 demonstrate that insider trading remains a key enforcement priority. While the absolute number of insider trading enforcement actions brought by the...more
12/28/2021
/ 10b5-1 Plans ,
Affirmative Defenses ,
Corporate Governance ,
Dark Web ,
Enforcement Actions ,
Enforcement Priorities ,
Fraud ,
Insider Trading ,
Internal Controls ,
Market Participants ,
Material Nonpublic Information ,
Proposed Amendments ,
Proposed Legislation ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Securities Violations ,
Share Price
In June 2021, Chairman Gary Gensler of the Securities and Exchange Commission (SEC) expressed the view that it was time to “freshen up” Exchange Act Rule 10b5-1 - the rule that provides an affirmative defense to claims of...more
12/28/2021
/ 10b5-1 Plans ,
Disclosure Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions ,
Trading Policies
In the face of volatile markets and a global pandemic, an old capital markets vehicle has been taking the markets by storm: special purpose acquisition companies (SPACs). Although SPACs have been around for many years, the...more
4/5/2021
/ Acquisitions ,
Corporate Financing ,
Corporate Governance ,
Enforcement ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Sponsors ,
Initial Public Offering (IPO) ,
Material Nonpublic Information ,
Mergers ,
Publicly-Traded Companies ,
Registration Statement ,
Regulation Best Interest ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
This spring, the Second Circuit will revisit its highly consequential insider trading decision in United States v. Blaszczak. The case is one to watch, as it has the potential to impact how the government approaches...more
On January 1, 2021, amendments to Section 21(d) of the Securities Exchange Act of 1934 (Exchange Act) codifying and expanding the power of the Securities and Exchange Commission (SEC or Commission) to obtain disgorgement in...more
On June 22, the Supreme Court held in Liu v. SEC that the SEC may obtain disgorgement in federal court cases, as long as the disgorgement does not exceed a wrongdoer’s “net profits and is awarded for victims.” The Court’s...more
6/25/2020
/ 15 U.S.C. § 78u(d)(5) ,
Administrative Authority ,
Business Expenses ,
Calculation of Damages ,
Corporate Misconduct ,
Disgorgement ,
Enforcement Actions ,
Equitable Relief ,
Kokesh v SEC ,
Lack of Authority ,
Liu v Securities and Exchange Commission ,
Net Profits ,
Remedies ,
SCOTUS ,
Securities and Exchange Commission (SEC)
COVID-19 has had an unprecedented effect on the securities and derivatives markets. Public companies and market participants face significant operational challenges and unpredictability, including evolving and novel...more
FINRA released Regulatory Notice 20-08, “Pandemic-Related Business Continuity Planning, Guidance and Regulatory Relief,” (the Notice) on March 9, 2020. The Notice primarily serves as (1) a reminder of firms’ obligations to...more
On December 30, 2019, the Second Circuit issued a consequential insider trading decision in United States v. Blaszczak. In Blaszczak, the Second Circuit faced the question whether the “personal benefit” test set forth in...more
1/8/2020
/ Administrative Proceedings ,
Appeals ,
Centers for Medicare & Medicaid Services (CMS) ,
Criminal Code ,
Criminal Convictions ,
Criminal Prosecution ,
Dirks v SEC ,
Enforcement Authority ,
Hedge Funds ,
Insider Trading ,
Legislative Agendas ,
Material Nonpublic Information ,
Personal Benefit ,
Rule 10(b) ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Wire Fraud
Last week, a large, bipartisan majority of the US House of Representatives passed a bill that would explicitly codify a ban on insider trading, with 410 votes in favor of the bill and 13 against (12 Republicans and one...more
12/13/2019
/ Bipartisan Agreement ,
Illegal Tipping ,
Insider Trading ,
Martoma ,
Pending Legislation ,
Personal Benefit ,
Proposed Amendments ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
US v Newman ,
US v Salman
On July 11, 2019, the Financial Industry Regulatory Authority (“FINRA”) restated and supplemented prior guidance regarding the circumstances under which FINRA will award credit for “extraordinary cooperation” in...more
On April 30, 2019, the D.C. Circuit issued an important decision in Robare Group, Ltd. v. SEC, Slip Op. No. 16-1453, which rejected the long-standing approach of the Securities and Exchange Commission (Commission or SEC) that...more
The Supreme Court yesterday took a significant step to expand the universe of actors who can be held liable for a false statement under the federal securities laws. The Supreme Court held in Lorenzo v. SEC that a person who...more
3/29/2019
/ Appeals ,
Enforcement Actions ,
False Statements ,
Fines ,
Intent to Defraud ,
Investment Banks ,
Lorenzo v SEC ,
Material Dissemination ,
Misleading Statements ,
Reaffirmation ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Suspensions
On June 21, 2018, the Supreme Court issued its decision in Lucia v. SEC, Slip Op. No. 17-130. Securities and Exchange Commission (SEC) administrative law judges (ALJs) have traditionally been appointed by SEC staff members,...more
6/25/2018
/ Administrative Law Judge (ALJ) ,
Administrative Proceedings ,
Appeals ,
Appointments Clause ,
Constitutional Challenges ,
Corporate Counsel ,
Enforcement Actions ,
Final Written Decisions ,
Lucia v SEC ,
Officers of the United States ,
Remand ,
Reversal ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Special Trial Judges (STJs)
On February 21, 2018, the Supreme Court held in Digital Realty Trust, Inc. v. Somers that the anti-retaliation whistleblower protections under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank...more
2/26/2018
/ Anti-Retaliation Provisions ,
Digital Realty Trust Inc v Somers ,
Dodd-Frank ,
Internal Reporting ,
Reporting Requirements ,
Rule 21F ,
Sarbanes-Oxley ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Whistleblower Protection Policies ,
Whistleblowers