On June 27, 2024, the Supreme Court issued its decision in SEC v. Jarkesy, holding that the Seventh Amendment right to a jury trial applies to enforcement actions seeking civil penalties for alleged violations of the...more
7/1/2024
/ Administrative Authority ,
Administrative Law Judge (ALJ) ,
Administrative Proceedings ,
Constitutional Challenges ,
Enforcement Actions ,
Jury Trial ,
SCOTUS ,
SEC v Jarkesy ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Regulation ,
Seventh Amendment
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)
After days of intense negotiation, last night the Senate passed the Coronavirus Aid, Relief, and Economic Security (CARES) Act, a $2 trillion stimulus package to respond to the economic fallout from the coronavirus (COVID-19)...more
The Securities and Exchange Commission recently released a Statement highlighting eight areas that audit committees should focus on this reporting season.
Penned by SEC Chairman Jay Clayton, Division of Corporation Finance...more
1/7/2020
/ Audit Committee ,
Audits ,
Best Practices ,
Corporate Governance ,
Critical Audit Matters (CAMs) ,
GAAP ,
ICFR ,
Independent Audits ,
Libor ,
New Guidance ,
Non-GAAP Financial Measures ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
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
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
Cybersecurity is one of the highest priority issues for public company executives and directors. This note shares our views—developed over our involvement in the aftermath of many cybersecurity events as well as counseling on...more
As the #MeToo movement gains momentum, companies in nearly every major industry are dealing with allegations of gender discrimination, sexual harassment or even sexual assault—including allegations of widespread misconduct...more
The past decade or so has been a challenging time for publicly held companies, particularly those in the financial sector. Since 2008, banks and financial services firms have been the subject of an aggressive effort by the...more
Despite consternation from some quarters, Jay Clayton’s experience representing Wall Street firms and other public companies is an asset not a liability for the Securities and Exchange Commission.
When President Donald...more
Enforcement activity increased again in fiscal year 2016, and the U.S. Securities and Exchange Commission (“SEC”) continued to pursue a broad agenda. Consistent with former Chair Mary Jo White’s “broken windows” enforcement...more
3/2/2017
/ Broken Windows ,
Deregulation ,
Dodd-Frank ,
Enforcement Actions ,
Enforcement Statistics ,
Foreign Corrupt Practices Act (FCPA) ,
Insider Trading ,
Mary Jo White ,
Securities and Exchange Commission (SEC) ,
Trump Administration ,
US v Newman ,
US v Salman ,
Whistleblower Awards
Continuing its efforts to bring enforcement actions for violations of whistleblower protections, the Securities and Exchange Commission recently settled two more cases. Both cases involved severance agreements that contained...more
The election of Donald Trump as the next President and the continued Republican control of Congress raise questions as to what changes may be expected at the Securities and Exchange Commission (SEC or Commission) and what may...more
Last week, the SEC's Office of Compliance Inspections and Examinations (“OCIE”) issued a Risk Alert regarding examinations of investment adviser and broker-dealer registrants' compliance with key whistleblower provisions...more
The Securities and Exchange Commission (SEC) continues to pursue enforcement actions against companies for whistleblower-related violations. The latest in a recent string of settled orders, which include the SEC's first case...more
The Securities and Exchange Commission (SEC) recently announced settlements with two companies for using severance agreements that allegedly violated Rule 21F-17. [Order Instituting Cease-And-Desist Proceedings, In the Matter...more
The US Securities and Exchange Commission (SEC) recently announced settlements with two companies for using severance agreements that allegedly violated Rule 21F-17. Rule 21F-17 provides that “[n]o person may take any action...more
The SEC recently published data showing significant increases in tips received under its Dodd-Frank Whistleblower Program. Released on November 16, the 2015 annual report also provided important guidance to companies on the...more
Last week, the Public Company Accounting Oversight Board (PCAOB) joined the list of regulators who will, in certain circumstances, seek admissions of liability from audit firms and individuals in settlements. Although the...more
10/12/2015
/ Accounting ,
Accounting Standards ,
Admissions of Liability ,
Audit Reports ,
Audits ,
Conflicts of Interest ,
Disciplinary Proceedings ,
Independence Rules ,
Neither Admit Nor Deny Settlements ,
PCAOB ,
Recidivism ,
Settlement ,
Willful Misconduct
September 10, 2015, in a 2-1 decision in Berman v. Neo@Ogilvy LLC, the US Court of Appeals for the Second Circuit ruled that whistleblowers who report securities law violations internally but not to the US Securities and...more
9/16/2015
/ Adverse Employment Action ,
Chevron Deference ,
Chief Compliance Officers ,
Dodd-Frank ,
Internal Reporting ,
Retaliation ,
Rule 21F ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Whistleblower Protection Policies ,
Whistleblowers
On April 1, the US Securities and Exchange Commission issued—in a settled administrative proceeding—a cease-and-desist order in In the Matter of KBR, Inc., directing that the respondent cease violating Commission Rule...more