In the third year of the Trump Administration, the biggest Foreign Corrupt Practices Act ("FCPA") headlines were record corporate fines and penalties, and a banner year of individual FCPA enforcement highlighted by three DOJ...more
2/5/2020
/ Bribery ,
Compliance ,
Corporate Counsel ,
Corruption ,
Criminal Investigations ,
Criminal Prosecution ,
Deferred Prosecution Agreements ,
Department of Justice (DOJ) ,
Disgorgement ,
Enforcement Actions ,
Foreign Corrupt Practices Act (FCPA) ,
Government Officials ,
Securities and Exchange Commission (SEC) ,
White Collar Crimes
We are pleased to present our annual year-end update on financial reporting and issuer disclosure enforcement activity for 2019. This White Paper focuses on the U.S. Securities and Exchange Commission's ("SEC") enforcement...more
1/21/2020
/ Administrative Proceedings ,
Annual Reports ,
Auditor Independence ,
Biotechnology ,
Criminal Prosecution ,
Department of Justice (DOJ) ,
Disgorgement ,
Enforcement Actions ,
Fiscal Year ,
Lucia v SEC ,
Proxy Advisory Firms ,
Retail Investors ,
SCOTUS ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Litigation ,
Securities Violations
The Situation: The U.S. Supreme Court has granted certiorari to consider whether the Securities and Exchange Commission ("SEC") has authority to obtain disgorgement in district court actions.
The Significance: The SEC...more
11/11/2019
/ Administrative Authority ,
Certiorari ,
Disgorgement ,
Enforcement Actions ,
Equitable Relief ,
Kokesh v SEC ,
Lack of Authority ,
Liu v Securities and Exchange Commission ,
Penalties ,
Petition for Writ of Certiorari ,
Regulatory Agencies ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Split of Authority ,
Statute of Limitations
We are pleased to present our annual mid-year update on financial reporting and issuer disclosure enforcement activity for 2019. This White Paper primarily focuses on the U.S. Securities and Exchange Commission's enforcement...more
8/6/2019
/ Audits ,
Compliance ,
Corporate Officers ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
EDGAR ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
False Statements ,
Intent to Defraud ,
Internal Controls ,
Investment Banks ,
Lorenzo v SEC ,
Material Dissemination ,
Misleading Statements ,
Publicly-Traded Companies ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations
The Situation: In recent years, broker-dealers have been seeking further transparency from the Financial Industry Regulatory Authority ("FINRA") on what constitutes "extraordinary" cooperation with its investigations and when...more
The Advisory is part of the agency's broader commitment to provide "incentives for companies and individuals to engage in ethical corporate behavior."
On March 6, 2019, the U.S. Commodity Futures Trading Commission...more
Disclosure alone is not sufficient; material weaknesses need to be actively remediated.
While the SEC's Financial Reporting and Audit Group has been relatively quiet, it started 2019 with a bang, bringing four coordinated...more
2/20/2019
/ Audits ,
Corporate Issuers ,
Disclosure Requirements ,
Enforcement Actions ,
Financial Reporting ,
ICFR ,
Internal Controls ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Violations
In 2018, the SEC continued to pursue many of the same initiatives and objectives it articulated in 2017, including emphasizing retail investor protections and keeping pace with technological change. While stand-alone...more
2/5/2019
/ Corporate Culture ,
Cryptocurrency ,
Disclosure Requirements ,
Enforcement Actions ,
GAAP ,
Initial Coin Offering (ICOs) ,
Internal Controls ,
Investment Adviser ,
PCAOB ,
Publicly-Traded Companies ,
Regulation S-X ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Violations
Under the second year of the Trump Administration, the biggest story was the increase of corporate declinations one year after the DOJ adopted a permanent FCPA policy incentivizing self-disclosure, cooperation, and...more
1/16/2019
/ Corporate Counsel ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Foreign Corporations ,
Foreign Corrupt Practices Act (FCPA) ,
Internal Controls ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Self-Reporting ,
Subsidiaries ,
Trump Administration ,
White Collar Crimes
Chairman Jay Clayton's vision for the Securities and Exchange Commission has largely shaped the first half of 2018, with policies and initiatives focused on the "main street investor" and combating clear cases of outright...more
8/2/2018
/ Administrative Law Judge (ALJ) ,
Anti-Fraud Provisions ,
Cryptocurrency ,
Cybersecurity ,
Enforcement Actions ,
Financial Reporting ,
Initial Coin Offering (ICOs) ,
Popular ,
Publicly-Traded Companies ,
Regulation S-K ,
Rules of Professional Conduct ,
Securities and Exchange Commission (SEC) ,
Whistleblowers
In Lucia v. SEC, the U.S. Supreme Court made things messy for the Securities and Exchange Commission ("SEC") by vindicating constitutional concerns over the agency's use of administrative law judges. The Court concluded that...more
7/2/2018
/ Administrative Law Judge (ALJ) ,
Administrative Proceedings ,
Appeals ,
Appointments Clause ,
Constitutional Challenges ,
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)
The Situation: The SEC accused Altaba Inc., then known as Yahoo! Inc., of misleading investors by failing to disclose a major data breach orchestrated by Russian hackers.
The Result: Altaba has agreed to pay $35 million to...more
2017 will most likely be remembered as a year of transition, as the Securities and Exchange Commission’s enforcement actions indicate, at least in the near term, an emphasis on specific initiatives and retail investor...more
2/1/2018
/ Annual Reports ,
Anti-Retaliation Provisions ,
Audit Committee ,
Cybersecurity ,
Disclosure Requirements ,
Dodd-Frank ,
Enforcement Actions ,
GAAP ,
Internal Reporting ,
Item 303 ,
Non-GAAP Financial Measures ,
Regulation S-K ,
Reporting Requirements ,
Sanctions ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Whistleblower Protection Policies
Against the backdrop of recent growth of initial coin or token offerings ("ICOs"), the U.S. Securities and Exchange Commission ("SEC"), on July 25, 2017, published its first public statements on this fundraising practice. The...more
On June 5, 2017, in an unanimous ruling in Kokesh v. SEC, No. 16-529, the United States Supreme Court significantly limited the breadth of the Securities and Exchange Commission's primary enforcement tool. The Court held that...more
6/7/2017
/ Civil Monetary Penalty ,
Department of Justice (DOJ) ,
Disgorgement ,
Enforcement Actions ,
Foreign Corrupt Practices Act (FCPA) ,
Kokesh v SEC ,
Punitive Damages ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Statute of Limitations