In a settled enforcement action, the SEC charged VMware, Inc., with omission of material information in its disclosures concerning its order “backlog” and revenue management, in quarterly and annual Exchange Act reports, on...more
The SEC brought an enforcement action against The Brink’s Company for using confidentiality agreements that the SEC alleged violated Exchange Act Rule 21F-17. That rule prohibits any person from taking any action to impede an...more
The SEC announced settled charges against technology company NVIDIA Corporation for inadequate disclosures concerning the impact of cryptomining on the company’s gaming business. -
The SEC’s order finds that, during...more
5/9/2022
/ Bitcoin Mining ,
Cryptocurrency ,
Disclosure Requirements ,
Distributed Ledger Technology (DLT) ,
Enforcement Actions ,
Failure To Disclose ,
Gaming ,
Investment Fraud ,
MD&A Statements ,
NVIDIA ,
Regulation S-K ,
Revenue Procedures ,
Settlement Agreements
The SEC charged Vale S.A., a publicly traded Brazilian mining company and one of the world’s largest iron ore producers, with making false and misleading claims about the safety of its dams prior to the January 2019 collapse...more
The SEC announced settled charges against formerly publicly-traded Leaf Group Ltd. for failing to adequately evaluate and disclose in its annual proxy statement the lack of independence of a director and a board committee as...more
1/12/2022
/ Corporate Counsel ,
Disclosure Requirements ,
Enforcement Actions ,
Failure To Disclose ,
Form 10-K ,
Form 8-K ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations ,
Settlement Agreements
The SEC announced a settled enforcement action against Healthcare Services Group, Inc., John C. Shea, CPA, and Derya D. Warner regarding failure to make accruals for outstanding litigation. According to the SEC’s order...more
In a recently settled SEC enforcement action, the defendant asked employees to sign an acknowledgement, upon hire and on an annual basis, that they had received, read, and would adhere to the defendant’s employee manual. ...more
The SEC announced a settled enforcement action concerning First American Financial Corporation’s violations of disclosure controls and procedures. The violations related to disclosures made in connection with a cybersecurity...more
6/16/2021
/ Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Enforcement Actions ,
Escrow Accounts ,
First American Title Insurance Co. ,
Form 8-K ,
Personal Data ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Vulnerability Assessments
The Securities and Exchange Commission charged eight companies for failing to disclose in SEC Form 12b-25 filings, commonly known as Form NT, that their request for seeking a delayed quarterly or annual reporting filing was...more
The Securities and Exchange Commission announced settled charges against an Oklahoma-based gas exploration and production company, Gulfport Energy Corporation, and its former CEO, Michael G. Moore, for failing to properly...more
On March 5, 2021, the Securities and Exchange Commission charged AT&T, Inc. with repeatedly violating Regulation FD, and three of its Investor Relations executives with aiding and abetting AT&T’s violations, by selectively...more
We previously discussed an SEC enforcement action against Andeavor LLC for controls violations relating to a stock buyback plan it implemented while it was in discussion to be acquired by Marathon Petroleum Corp. in 2018....more
The SEC announced settled charges against Andeavor LLC for controls violations relating to a stock buyback plan it implemented while it was in discussions to be acquired by Marathon Petroleum Corp. in 2018. Andeavor agreed to...more
The SEC charged former Hertz CEO and Chairman Mark Frissora with aiding and abetting the company in its filing of inaccurate financial statements and disclosures....more
8/17/2020
/ Aiding and Abetting ,
Disclosure Requirements ,
Earnings Reports ,
Enforcement Actions ,
Financial Reporting ,
Form 10-K ,
Hertz ,
Incentive Compensation ,
MD&A Statements ,
Regulatory Violations ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
In a settled enforcement action, the SEC charged Argo Group International Holdings, Ltd. with failure to disclose perquisites provided to its CEO and board member, Mark E. Watson III. In an interesting twist, the SEC charged...more
In a settled enforcement action, the SEC charged Argo Group International Holdings, Ltd. for failure to disclose perqs provided to its CEO and board member, Mark E. Watson III....more
6/5/2020
/ Compensation & Benefits ,
Disclosure Requirements ,
Enforcement Actions ,
Failure to Comply ,
Failure To Disclose ,
Proxy Statements ,
Publicly-Traded Companies ,
Reimbursements ,
Retirement Plan ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations
In 2016, Ares Management LLC, a subsidiary of a global alternative asset manager, invested several hundred million dollars in client funds in a portfolio company in the form of debt and equity. Confidentiality provisions in...more
Shawn Severson is the owner and manager of EnergyTech Investor, LLC. Between August 2015 and March 2018, UQM Technologies, Inc., or UQM, retained Severson, through EnergyTech Investor and another firm, to provide investor...more
The SEC announced charges against alcohol producer Diageo plc for failing to make required disclosures of known trends relating to the shipments of unneeded products by its North American subsidiary to distributors. Diageo...more
2/19/2020
/ Beverage Manufacturers ,
Disclosure Requirements ,
Enforcement Actions ,
Failure To Disclose ,
Inventory ,
Market Infrastructure ,
Misleading Impressions ,
Popular ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Revenue ,
Revenue Growth ,
Sales & Distribution Agreements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions ,
Settlement Agreements ,
Subsidiaries ,
Supply and Demand ,
Target Amounts ,
Wine & Alcohol
Calumet Specialty Products Partners, L.P. disclosed in its third-quarter 2017 Form 10-Q that, beginning in September 2017, Calumet’s implementation of its new enterprise resource planning (“ERP”) system had resulted in...more
11/27/2019
/ Books & Records ,
Civil Monetary Penalty ,
Enforcement Actions ,
Financial Reporting ,
Financial Statements ,
Form 10-Q ,
Form 8-K ,
ICFR ,
Internal Controls ,
Popular ,
Securities Regulation ,
Securities Violations
In a settled enforcement action, the SEC resolved allegations related to non-monetary transactions regarding certain Comscore transactions. The enforcement action also involved disclosures surrounding the number of...more
9/30/2019
/ Disclosure Requirements ,
Enforcement Actions ,
Failure To Disclose ,
Misleading Impressions ,
Publicly-Traded Companies ,
Quarterly Report ,
Regulatory Violations ,
Revenue Growth ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Settlement Agreements
The SEC recently settled an enforcement action against Mylan N.V., claiming Mylan failed to timely disclose to investors a possible loss relating to a nearly two-year Department of Justice probe into whether Mylan...more
9/30/2019
/ Department of Justice (DOJ) ,
Disclosure Requirements ,
Enforcement Actions ,
False Billing ,
Final Judgment ,
Form 10-Q ,
Investigations ,
Loss Contingencies ,
Medicaid ,
Medical Devices ,
Motion To Enjoin ,
Mylan Pharmaceuticals ,
Pharmaceutical Industry ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Statute of Limitations
Omega Protein Corporation manufactured and distributed omega-3 fish oils and fish meal products. Omega financed its operations through federal government programs under Title XI of the Merchant Marine Act of 1936....more
9/3/2019
/ Clean Water Act ,
Corporate Issuers ,
Criminal Convictions ,
Discharge of Pollutants ,
Enforcement Actions ,
Environmental Policies ,
Environmental Protection Agency (EPA) ,
Felonies ,
Loans ,
Merchant Marine Act of 1936 ,
Misrepresentation ,
National Marine Fisheries Service ,
Popular ,
Publicly-Traded Companies ,
Regulatory Violations ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Strict Compliance ,
Title XI
Activist investor Third Point LLC and three funds that it controls have agreed to settle Federal Trade Commission charges that the funds violated the premerger notification and waiting period requirements of the...more
8/29/2019
/ Activist Investors ,
Dow Chemical ,
DuPont ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Notification Requirements ,
Parent Corporation ,
Pre-Merger Filing Requirements ,
Securities Violations ,
Statutory Waiting Period ,
Voting Securities
The SEC charged TherapeuticsMD Inc., a pharmaceutical company headquartered in Boca Raton, Florida, with violations of Regulation FD based on its sharing of material, nonpublic information with sell-side research analysts...more
8/21/2019
/ Disclosure Requirements ,
Enforcement Actions ,
FDA Approval ,
Food and Drug Administration (FDA) ,
Insider Trading ,
Investigational New Drug Application (IND) ,
Non-Public Information ,
NYSE ,
Pharmaceutical Industry ,
Publicly-Traded Companies ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Stock Prices ,
Trading Platforms