Category Archives: SEC

This is the fifth part in our 2023 series examining important trends in white collar law and investigations. Up next: ESG.

Takeaways:

• The SEC’s Division of Enforcement set record-highs in total money relief ordered and total civil penalties assessed in fiscal year 2022.
• The SEC will likely focus its enforcement efforts on securing the cryptocurrency industry’s compliance with the registration requirements of the Securities Act of 1933 and ensuring statements made by investment advisers and issuers concerning their ESG-compliance are both truthful and not misleading.…

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Text messaging is convenient.  It is an informal and instant mode of communication now available through numerous apps, which allow an individual to use their synced phone, tablet, and computer to quickly fire off messages.  It’s no wonder that text messaging has extended beyond the realm of friends and family, taking hold in our daily business communications.

However, intra-company text messages and other off-channel business communications have drawn scrutiny from the federal government because they undermine a company’s ability to maintain effective recordkeeping.… More

Key Takeaways:

• The U.S. Securities and Exchange Commission (“SEC”) and U.S. Department of Justice (“DOJ”) have brought the first-ever insider trading actions involving cryptocurrency against a former manager of Coinbase, one of the largest U.S. crypto asset trading platforms, and two tippees for sharing or trading upon confidential information relating to the planned listing of various cryptocurrencies on Coinbase.
• The SEC’s securities fraud charges are based on its longstanding position that certain cryptocurrencies are investment contracts and therefore “securities” subject to the SEC’s jurisdiction.…

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Key Takeaways:

• The U.S. Securities and Exchange Commission’s (SEC’s) Climate and ESG (Environmental, Social, and Governance)Task Force has brought its first two enforcement actions for allegedly misleading ESG-related disclosures by a public company and an investment adviser, respectively.
• The actions reflect the close and continuing focus on ESG by the SEC’s Division of Enforcement (Enforcement); more such actions are virtually certain to follow.
• These cases also underscore the importance for issuers and advisers of mitigating the risk of ESG-related disclosure violations through robust internal controls and careful vetting of public statements about ESG impacts and investments.…

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Key Takeaways:

• The U.S. Securities and Exchange Commission’s (SEC’s) Division of Enforcement (Enforcement) announced that it will nearly double the size of its Crypto Assets and Cyber Unit, making the Unit one of the largest within Enforcement.
• The decision reflects the SEC’s increasing prioritization of cryptocurrency and cybersecurity enforcement.
• Issuers of digital assets, crypto exchanges and lending platforms, and other industry participants should expect more frequent investigations and enforcement actions.…

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Today, the Securities & Exchange Commission voted 3 to 1 in favor of adopting a long-awaited set of proposed revisions to SEC regulations concerning the disclosure of climate risks and related financial impacts, as well as data on greenhouse gas emissions in certain SEC filings. The recommendation to adopt the new set of rules was not unanimous, with Commissioner Hester Peirce voting against the measure, arguing that the new set of rules is at best unnecessary,… More

This is the eighth post in this year’s series examining important trends in white collar law and investigations. Our previous post discussed trends in False Claims Act enforcement. Up next: trends in Federal Cryptocurrency Enforcement in 2022.

Key Takeaways

• Sensitive to criticism of regulation through litigation, the SEC’s Enforcement Division has not pursued cases dealing with cutting edge ESG issues before the SEC decides what,…

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This is the sixth post in this year’s series examining important trends in white collar law and investigations. Our previous post discussed trends in sanctions & export controls enforcement. Up next: trends in False Claims Act enforcement.

Takeaways:

• The SEC Division of Enforcement’s increasingly aggressive pursuit of investigations and enforcement actions will continue in 2022.…

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Editors’ Note: With the advent of the Biden presidency, we invite you to join us as we examine important trends in white collar law and investigations. Our first entry takes a closer look at SEC enforcement. Up next: a review of sanctions and export controls. We’ll be posting on a variety of subjects in the days and weeks ahead as we count down the first 100 days.… More

The recently-reported sales of stock by several U.S. Senators following private briefings on the COVID-19 pandemic, apparently allowing them to avoid significant losses before the markets plummeted, have focused attention on the Stop Trading on Congressional Knowledge (STOCK) Act.  The Act, which President Obama signed into law in 2012, followed the public outcry resulting from a “60 Minutes” report on lucrative trades by members of Congress during the debate over the Affordable Care Act and prior to the 2008 financial crisis. … More

In response to the widespread outbreak of the COVID-19 pandemic in the United States, the U.S. Securities and Exchange Commission (SEC) has granted some flexibility to issuers with respect to their obligations to file periodic reports and deliver proxy and information statements to shareholders under the Securities Exchange Act.  On March 4, the SEC issued an exemptive order granting affected public companies, subject to certain conditions, an additional 45 days to file or deliver those materials. … More

On Tuesday, the Supreme Court heard oral argument in Liu v. SEC, which concerns whether, or to what extent, the SEC may ask courts to disgorge defendants’ ill-gotten gains. As I discussed in a previous post, disgorgement accounts for most of the SEC’s money judgments, and its elimination would be a significant victory for defendants. Yet if oral argument is any indication,… More

In its proposed budget for 2021, the White House called for the Public Company Accounting Oversight Board’s (“PCAOB”) “functions and responsibilities” to be consolidated into the SEC.  According to the administration, having the SEC absorb the PCAOB’s functions will clarify existing ambiguity and duplication among the two regulators, and promote “constraint” over the fees the PCAOB charges to public companies and broker-dealers to fund the PCAOB.  … More

John W.R. Murray recently authored a White Collar Crime and Government Investigations Alert about the SEC Office of Compliance Inspections and Examinations 2020 examination priorities.  They include prioritizing the interests of retail or “Main Street” investors, particularly with respect to registered investment advisers that serve retail investors, cybersecurity and digital assets.

Click here to read the full alert. More