The Securities and Exchange Commission (“SEC”) will soon have the tools necessary to enforce its longstanding rules regarding share repurchases. On May 3, 2023, the SEC adopted new rules to “modernize” its repurchase...more
Recent technological advances, including cryptocurrency and artificial intelligence (“AI”), have made their stamp on the Securities and Exchange Commission (“SEC”) and its goals. In its recent budget request, the SEC signaled...more
In the wake of the collapse of two major U.S. banks, America’s public attention has refocused once again on the oversight and integrity of the financial markets. Amidst this backdrop, on March 10, 2023, Edward D. Jones &...more
In steering their companies through a complex, ever-changing era of corporate citizenship, general counsels face economic headwinds — and relentless pressure to evolve....more
On March 3, 2023, the Department of Justice (“DOJ”) issued long-awaited guidelines on how it will evaluate whether companies have implemented appropriate guidance and controls on the use of personal devices and third-party...more
3/17/2023
/ Corporate Governance ,
Cybersecurity ,
Department of Justice (DOJ) ,
Electronically Stored Information ,
Email ,
Foreign Corrupt Practices Act (FCPA) ,
Guidance Update ,
Instant Messaging Apps ,
Internal Communications ,
Investigations ,
Risk Management ,
Technology ,
Third-Party
On February 9, 2023, the Securities and Exchange Commission (“SEC”) announced settled charges against Payward Ventures, Inc. and Payward Trading, Ltd. (together, “Kraken”) for failure to “register the offer and sale of their...more
On February 7, 2023, the Securities and Exchange Commission’s Division of Examination (the “Division”) announced its 2023 examination priorities to “provide insights into its risk-based approach, including the areas it...more
2/14/2023
/ Anti-Money Laundering ,
Business Development Companies ,
Compliance ,
Fair Value Standard ,
Fiduciary Duty ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
MSRB ,
Private Funds ,
Registered Investment Advisors ,
Registered Investment Companies (RICs) ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Standard of Conduct
On February 3, 2023, the Securities and Exchange Commission (“SEC”) announced that Activision Blizzard Inc. (“Activision”) — the publicly traded video game developer and publisher of such well-known videogames as “Candy...more
On January 9, 2023, the Securities and Exchange Commission (“SEC”) issued a cease-and-desist order (the “Order”)1 charging McDonald’s Corporation (“McDonald’s”) and its ex-CEO, Stephen Easterbrook, with multiple disclosure...more
1/25/2023
/ Breach of Duty ,
Cease and Desist Orders ,
CEOs ,
Civil Monetary Penalty ,
Compensation ,
Disclosure ,
Disclosure Requirements ,
Executive Compensation ,
Failure To Disclose ,
Fraternization Policies ,
Internal Investigations ,
McDonalds ,
Principal Executive Officer ,
Proxy Statements ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Separation Agreement ,
Termination for Cause
In our biannual “Navigating Inside the SEC” program, Rebecca Fike will cover the fiscal year results from the SEC’s Division of Enforcement and what they have communicated about the Commission’s priorities in 2022, recent...more
On December 14, 2022, the Securities and Exchange Commission (“SEC” or the “Commission”) announced charges against eight social media influencers in a $100 million securities fraud scheme, alleging that they manipulated the...more
On November 15, 2022, the Securities and Exchange Commission (“SEC”) announced its 2022 enforcement statistics. Notable amongst the data was the news that the SEC had filed 760 total enforcement actions in fiscal year 2022, a...more
The SEC has been busy under the Biden administration. From rulemaking to enforcement, the agency is pushing boundaries and expanding its reach into new and active areas of the market....more
11/7/2022
/ Clawbacks ,
Corporate Governance ,
Decentralized Finance (DeFi) ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Insider Trading ,
Investment Adviser ,
Investment Company Act of 1940 ,
Recordkeeping Requirements ,
Securities and Exchange Commission (SEC) ,
Text Messages
In this program, we will focus on SEC developments affecting, and practical aspects of preparing for, public companies’ annual meetings and annual reports, including compensation, shareholder proposals and corporate...more
11/4/2022
/ Annual Meeting ,
Annual Reports ,
Climate Change ,
Compensation ,
Continuing Legal Education ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement ,
Ethics ,
MD&A Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholder Proposals ,
Sustainability ,
Webinars
The crypto token asset class has grown substantially in the last couple of years, drawing the watchful eyes of regulators. While the emerging world of crypto has created more questions than answers, the U.S. Securities and...more
Deputy Attorney General Lisa A. Monaco’s September 15, 2022 memorandum (the “Memo”) clarified a series of Department of Justice (“DOJ”) objectives regarding corporate and individual responsibility that parallel recent...more
After spending 10 years in the Division of Enforcement at the Fort Worth Regional Office of the Securities and Exchange Commission, Rebecca Fike gained a rare view into what many describe as one of the government’s most...more
On May 25, 2022, the Securities and Exchange Commission (the “SEC”) introduced a proposal to amend certain rules and forms under the U.S. Investment Advisers Act of 1940 (the “Advisers Act”) to require investment advisers and...more
Enforcement of corporate crimes, which languished for two years during the COVID-19 pandemic, will grow more vigorous this year and may be accompanied by significantly tougher penalties, partners with Vinson & Elkins’ (“V&E”)...more
5/27/2022
/ Anti-Corruption ,
Bribery ,
Coronavirus/COVID-19 ,
Cryptocurrency ,
Cyber Crimes ,
Department of Justice (DOJ) ,
Enforcement Actions ,
FBI ,
Foreign Corrupt Practices Act (FCPA) ,
Ransomware ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs) ,
White Collar Crimes
On May 23, 2022, the Securities and Exchange Commission (“SEC”) charged BNY Mellon Investment Adviser, Inc. (“BNYMIA”) for material misstatements and omissions regarding its consideration of Environmental, Social, and...more
On May 18, 2022, the Fifth Circuit issued an opinion vacating a Securities and Exchange Commission (“SEC”) Administrative Law Judge’s (“ALJ”) decision that George Jarkesy, Jr. (“Jarkesy”) and his investment adviser Patriot28,...more
On May 6, 2022, the Securities and Exchange Commission (“SEC”) announced a $5.5 million settlement of charges against NVIDIA Corporation (“NVIDIA”) for allegedly failing to adequately disclose in the Management’s Discussion...more
On April 18, 2021, the Securities and Exchange Commission (“SEC”) announced the fourth enforcement action arising from its EPS Initiative, charging Rollins Inc. (“Rollins”) and its former chief financial officer (“CFO”) with...more
On March 21, the Securities and Exchange Commission released its much-anticipated proposed climate disclosure rule that would require public issuers to provide certain climate-related information in their public...more
For those facing a potential enforcement recommendation at the close of a white collar investigation, choosing whether to litigate against or settle with the government agency is a critical strategic crossroads. Recent...more