Bounties and Fines Whistleblowing has become a fact of life for business. And whistleblowing enforcement is a top U.S. Securities and Exchange Commission priority, with a growing number high profile, “send-a-message” cases. The SEC whistleblower program, launched in 2011 as part of Wall Street reform legislation, has expanded rapidly, taking off in 2016. To date,… Read more »
Transparency The Securities and Exchange Commission recently published a lengthy “Concept Release”1 asking for public comment about whether the business and financial disclosures required in periodic reports and registration statements by Regulation S-K continue to provide meaningful information to investors. The Release is part of the SEC’s response to JOBS Act’s directive that the Commission… Read more »
Small businesses seeking to raise capital in private offerings using “finders”, and firms brokering M&A deals involving private companies have faced the risk that transactions could be unwound (“rescinded”1), sometimes years later, because of the involvement of “unregistered brokers” in the transactions. Finders In a September 23, 2015 letter2 to the SEC, its Advisory Committee… Read more »
New legislation, the “FAST Act”1, signed into law by President Obama on December 4, 2015 takes several steps in the right direction toward simplifying capital raising by small companies, easing the transfer of restricted securities among investors and increasing the liquidity of private companies’ securities. The SEC adopted rules implementing FAST Act Provisions on January… Read more »
In United States v. Newman1 the Second Circuit raised the bar virtually beyond reach, for all practical purposes, for proving remote tippee criminal liability in connection with tips of “inside” (material, non-public) information by corporate insiders, and others with a fiduciary duty to the source of the information. Under Newman, the prosecution must now show that: (i) the… Read more »
Public Companies Not Required to Disclose Political Contributions Silberstein vs U.S. Securities and Exchange Commission, U.S. Dist. Ct., DC, No. 15-00722, Jan. 4, 2016 A federal judge has dismissed a lawsuit against the SEC which argued that the Commission violated the Administrative Procedure Act by not responding to plaintiff Campaign for Accountability’s petition that the SEC require public companies… Read more »
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