Whistleblower programs are the gifts that keep giving to enforcement agencies, driving a record number of cases, sanctions and awards across multiple agencies. In this ninth installment of Season's Readings, we revisit some...more
12/20/2024
/ Appointments Clause ,
Article II ,
CFTC ,
Compliance ,
Corporate Misconduct ,
Corruption ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Enforcement Priorities ,
Enforcement Statistics ,
False Claims Act (FCA) ,
Federal Pilot Programs ,
FinCEN ,
Securities and Exchange Commission (SEC) ,
Whistleblower Awards ,
Whistleblower Protection Policies ,
Whistleblowers ,
White Collar Crimes
The SEC was increasingly active in fiscal year (FY) 2024 in pursuing enforcement actions involving cybersecurity incidents and artificial intelligence (AI) (query how long society will continue to define AI; harkens to the...more
As part of its formal fiscal year (FY) 2024 priorities, the SEC's Division of Examinations identified the review of investment advisers to private funds as a key priority. Fresh off the implementation of the Marketing Rule in...more
The number of Foreign Corrupt Practices Act (FCPA)-related actions the SEC and U.S. Department of Justice (DOJ) reported in 2024 reflects that these cases remain a priority for both agencies. However, DOJ took the lead over...more
12/13/2024
/ Anti-Money Laundering ,
Criminal Prosecution ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Enforcement Authority ,
Enforcement Statistics ,
Federal Pilot Programs ,
FEPA ,
Foreign Corrupt Practices Act (FCPA) ,
Qui Tam ,
Securities and Exchange Commission (SEC) ,
Whistleblowers
2024 brought several important decisions of the U.S. Supreme Court (SCOTUS) and the courts of the state of Delaware concerning how corporations, their boards of directors and officers interact with investors, regulators and...more
12/12/2024
/ Administrative Law Judge (ALJ) ,
Board of Directors ,
Business Judgment Rule ,
Bylaws ,
DE Supreme Court ,
NVIDIA ,
Private Attorneys General Act (PAGA) ,
SCOTUS ,
SEC v Jarkesy ,
Securities Fraud ,
Shareholder Votes
The SEC did not take its foot off the pedal in fiscal year (FY) 2024 when it came to prosecuting insider trading. In the third installment of Season's Readings, we consider several recent actions in which the agency secured...more
12/12/2024
/ Consent Order ,
Enforcement Actions ,
Enforcement Priorities ,
Failure-to-File ,
Hackers ,
Insider Trading ,
Material Nonpublic Information ,
Misappropriation ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
2024 saw no change in the government's campaign to encourage self-reporting and cooperation. In the second installment of Season's Readings, we take a quick look at how the SEC treats self-reporting and how that differs...more
The dog days of late summer are a frenzied time within the SEC's Division of Enforcement as staff work feverishly to complete their investigations and secure the requisite yes vote from a majority of commissioners to...more
12/9/2024
/ Artificial Intelligence ,
Cyber Incident Reporting ,
Enforcement Actions ,
Enforcement Priorities ,
Enforcement Statistics ,
Failure To Disclose ,
Fraud ,
Insider Trading ,
Market Manipulation ,
Private Funds ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations
The SEC on Oct. 22, 2024, announced charges against four companies for allegedly making materially misleading disclosures concerning the impact of cybersecurity incidents associated with the compromised SolarWinds' Orion...more
10/31/2024
/ Chief Information Security Officer (CISO) ,
Civil Monetary Penalty ,
Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Form 8-K ,
Material Misrepresentation ,
Misleading Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Software ,
SolarWinds
This Holland & Knight blog post is the second installment in a two-part series that examines the challenges to the U.S. Securities and Exchange Commission's (SEC) charges in its landmark case against SolarWinds Corp....more
7/29/2024
/ Board of Directors ,
Chief Information Security Officer (CISO) ,
Corporate Governance ,
Cyber Attacks ,
Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Enforcement Actions ,
Fraud ,
Incident Response Plans ,
Material Misrepresentation ,
Misleading Statements ,
Publicly-Traded Companies ,
Risk Mitigation ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
SolarWinds
The U.S. District Court for the Southern District of New York on July 18, 2024, dismissed most of the SEC's landmark cyber enforcement litigation against SolarWinds Corp. (SolarWinds or the Company) and the Company's Chief...more
7/24/2024
/ Audits ,
Chief Information Security Officer (CISO) ,
Corporate Counsel ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Enforcement Authority ,
Form 8-K ,
Hackers ,
Internal Controls ,
Material Misstatements ,
Materiality ,
Motion to Dismiss ,
NIST ,
Popular ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Software Developers ,
SolarWinds
The SEC continues to expand its cybersecurity enforcement authority to include allegations that a company's failure to monitor its managed security service providers (MSSP) amounts to violations of federal securities laws....more
7/9/2024
/ Accounting Controls ,
Chief Information Security Officer (CISO) ,
Corporate Governance ,
Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Enforcement Actions ,
Form 8-K ,
Incident Response Plans ,
Internal Controls ,
Personally Identifiable Information ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
The SEC has been aggressively pursuing cybersecurity investigations and enforcement actions against public companies and foreign private issuers. In these actions, the SEC often alleges one of two theories: 1) that the...more
7/8/2024
/ Chief Information Security Officer (CISO) ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Data Protection ,
Disclosure Requirements ,
Enforcement Actions ,
Foreign Private Issuers ,
Form 8-K ,
Materiality ,
Misrepresentation ,
Professional Liability ,
Publicly-Traded Companies ,
Puffery ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Security and Privacy Controls ,
SolarWinds
The New Orleans-based U.S. Court of Appeals for the Fifth Circuit (Court), on June 5, 2024, vacated the new private fund rules (Private Fund Rules) adopted by the SEC in August 2023, resulting in a significant victory for...more
The U.S. District Court for the Northern District of California on May 30, 2024, approved a settled final judgment against technology company Arista Networks' former chairman and CEO, Andreas "Andy" Bechtolsheim based on...more
6/11/2024
/ Acquisitions ,
Breach of Duty ,
Civil Monetary Penalty ,
Confidential Information ,
Enforcement Actions ,
Insider Trading ,
Material Nonpublic Information ,
Misappropriation ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Settlement ,
Stock Options ,
Target Company
In recent remarks at the Securities Enforcement Forum West 2024, U.S. Securities and Exchange Commission (SEC) Director of the Division of Enforcement Gurbir Grewal extolled the benefits of and expounded on the elements of...more
The U.S. Securities and Exchange Commission's (SEC) Division of Corporation Finance Director Erik Gerding released a statement on May 21, 2024, addressing Disclosure of Cybersecurity Incidents Determined to be Material and...more
5/23/2024
/ Compliance ,
Compliance Dates ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 8-K ,
Materiality ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The U.S. Securities and Exchange Commission (SEC) is cracking down on how firms promote their artificial intelligence (AI) technologies to protect investors from falling victim to "AI-washing." On March 18, 2024, the SEC...more
4/22/2024
/ Algorithms ,
Artificial Intelligence ,
Best Practices ,
Client Data ,
Disclosure Requirements ,
Enforcement Actions ,
False Statements ,
Investment Adviser ,
Marketing ,
Misleading Statements ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Transparency
The SEC on Feb. 29, 2024, announced settled charges against Lordstown Motors Corp. (Lordstown) for allegedly misleading investors about sales prospects for the Endurance, Lordstown's flagship pickup truck for the electric...more
3/13/2024
/ Auditor Independence ,
Audits ,
Cease and Desist Orders ,
Commercial Bankruptcy ,
Disgorgement ,
Enforcement Actions ,
False Statements ,
PCAOB ,
Publicly-Traded Companies ,
Regulation S-X ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations ,
Settlement ,
Special Purpose Acquisition Companies (SPACs) ,
Startups
The U.S. Securities and Exchange Commission (SEC) on March 6, 2024, adopted a new slate of standardized climate-related disclosure rules for public companies and foreign private issuers. Adopted by a 3-2 vote, the final rules...more
3/11/2024
/ Annual Reports ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Financial Reporting ,
Foreign Private Issuers ,
Greenhouse Gas Emissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The U.S. Court of Appeals for the Fifth Circuit agreed recently to revisit a challenge to Nasdaq's board diversity rule. As we previously reported, a three-judge panel of the Fifth Circuit upheld the rule in October 2023....more
3/4/2024
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
En Banc Review ,
Gender Equity ,
LGBTQ ,
Listing Standards ,
Nasdaq ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
The SEC's five commissioners on March 6, 2024, will vote on whether to adopt long-awaited public company climate disclosure rules that would require registrants to report climate-related risks and metrics. In a Feb. 28, 2024,...more
Please join Holland & Knight's Financial Services Regulatory Team for a roundtable discussion on what to expect on the financial services landscape in 2024. Our attorneys will present on a wide range of topics in a "3-Minute...more
1/3/2024
/ Anti-Money Laundering ,
Bank Secrecy Act ,
Banking Sector ,
BSA/AML ,
Consumer Financial Products ,
Consumer Financial Protection Bureau (CFPB) ,
Continuing Legal Education ,
Federal Trade Commission (FTC) ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Regulatory Agencies ,
Financial Services Industry ,
OCC ,
Office of Foreign Assets Control (OFAC) ,
Securities and Exchange Commission (SEC) ,
Webinars
The SEC's Division of Enforcement recently announced its Fiscal Year (FY) 2023 results, touting a record-setting year. Rather than repeat Enforcement's detailed report available here, we boil the data down to give our readers...more
11/21/2023
/ Civil Monetary Penalty ,
Cooperation ,
Cryptoassets ,
Cybersecurity ,
Disgorgement ,
Enforcement Actions ,
Enforcement Statistics ,
Environmental Social & Governance (ESG) ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Whistleblower Awards ,
Whistleblowers
Holland & Knight, the Florida Chamber of Commerce, Greater Miami Chamber of Commerce and Miami-Dade Chamber of Commerce hosted the 2023 Florida Enforcement Summit on Oct. 18, 2023. The half-day program focused on current...more
10/31/2023
/ Compliance ,
Cooperation ,
Corporate Misconduct ,
Cyber Attacks ,
Department of Justice (DOJ) ,
Enforcement Authority ,
Enforcement Priorities ,
Ransomware ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
State and Local Government