The U.S. Securities and Exchange Commission ("SEC") has charged a group of small companies with making deficient filings on Form 12b-25, harkening back to the SEC's "broken windows" strategy from the last decade....more
The dust has settled on the 2020 election, and the Biden administration has begun pressing forward with its policy objectives. Critical to achieving such objectives is the Democrats’ control of both the House of...more
One year into the Trump administration, it remains difficult to forecast what lies ahead with respect to regulatory and white collar enforcement activity. Perhaps most instructive are recent public statements of officials at...more
The actions that Securities and Exchange Commission (SEC) Chairman Jay Clayton has taken since the start of his tenure in May 2017 provide an indication of SEC priorities, including encouraging initial public offerings (IPOs)...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
On Tuesday, November 15, 2016, the Securities and Exchange Commission (SEC) announced that Chair Mary Jo White will resign as SEC Commissioner effective January 20, 2017, concurrently with the end of President Obama’s term of...more
As the new year begins SEC Enforcement appears to be at a cross-roads. Commissioners have, or will, depart; there are, or will be, new appointees. The reconstituted agency will have to determine if its current...more
Welcome to Dorsey & Whitney’s monthly Anti-Corruption Digest. In this digest, we draw together news of enforcement activity throughout the world and aim to reduce your information overload. Our London, Minneapolis, New York...more
A recent report by the Center for Capital Markets Competitiveness at the U.S. Chamber of Commerce (Chamber Report) regarding the enforcement program of the Securities and Exchange Commission (SEC or Commission) identified...more
Broken Windows – the SEC initiative cloned from the NYC Police Department which prosecutes every case large and small based on the a deterrence theory – is alive and well in the form of the Rule 105 Initiative. This week the...more
When the SEC adopted Rules 38a-1 under the Investment Company Act of 1940 (Investment Company Act) and 206(4)-7 under the Investment Advisers Act of 1940 (Advisers Act) in 2003 – which required registered funds and registered...more
Microcap fraud is a key part of the broken windows enforcement approach. One of the more significant actions brought in this regard is In the Matter of John Briner, Esq., Adm. Proc. File No. 3-16339 (Jan. 15, 2015). There the...more
Last week the US Chamber of Commerce, through its Center for Capital Markets Competitiveness, issued a white paper proposing wide-ranging changes to the SEC’s enforcement process. Most of the 28 recommendations were...more
The U.S. Chamber of Commerce published a report regarding the enforcement practices of the SEC titled “Examining U.S. Securities and Exchange Commission Enforcement: Recommendations on Current Processes and Practices, July...more
When a significant stockholder in a publicly-held company is considering plans to take the company private, how soon must the stockholder disclose those plans in a Schedule 13D filing?...more
The broken windows approach to enforcement continued this week. The Commission bundled together eight settled administrative proceedings centered on going private transactions in which the Respondents failed to update their...more
The “broken windows” approach to enforcement is alive, well and continuing. This time the Commission bundled together three groups of actions and eight proceedings, all centered on a failure to update disclosures tied to...more
On Friday, the SEC charged eight officers, directors and major shareholders for failing to update their Schedule 13D stock ownership reports to reflect material changes in connection with several going-private transactions. ...more
On Dec. 3, 2014, the Division of Enforcement of the U.S. Securities and Exchange Commission brought an enforcement action against two former top executives of Assisted Living Concepts LLC, a large provider of senior living...more
After a year of “first ever” actions targeting private equity, fund managers should be vigilant, even about seemingly small issues. In reviewing the results of SEC Enforcement’s fiscal year that ended on September 30,...more
1.As the year moves to a close, expect lots of chatter about the upcoming 2015 proxy season. Including from us beginning right now. 2.Almost certainly because good corporate governance practices just change so darn...more
The SEC is clearly bringing more cases as administrative proceedings. To be sure, many of its “broken windows” actions are brought in that forum. At the same time, it is brining other cases which are traditionally brought as...more
The SEC continues to ramp up its Enforcement efforts in the municipal-securities realm. The agency announced a series of settled actions on November 6....more
Yesterday, the SEC announced that it had sanctioned ten companies (generally, smaller reporting companies traded on OTC Link) for failing to make required Form 8-K disclosures related to financings and unregistered stock...more
Broken windows entered a new chapter. Previously, the program focused on the custody rule, Rule 105 and the filing of certain forms such as Form 4 and Schedule 13D. The point is to create SEC omnipresence – the cop on the...more