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Last week, the U.S. Supreme Court decided Lorenzo v. SEC, determining that a person who knowingly disseminates a misstatement about a security can be primarily liable under the antifraud provisions of the federal securities laws. This significant holding opens the door for the SEC and private plaintiffs to charge misstatement cases as scheme cases, and target all parties involved in disseminating the misstatement to the investing public. Our team explains what you need to know…
On March 6, 2019, the U.S. Commodity Futures Trading Commission’s (the “Commission” or “CFTC”) Enforcement Division published an advisory (the “Advisory”) which discussed the implications of self-reporting and cooperation for violations of the Commodity Exchange Act (“CEA”) that involve foreign corrupt practices. The Advisory marks the first time the CFTC has expressed its intention to investigate the use of derivatives involving foreign corrupt practices and is also indicative of regulators’ realization that in the 21st…
The U.S. Securities and Exchange Commission (“SEC”) recently provided issuers with a reminder of the potential for enforcement for insufficient cybersecurity. The SEC continues to emphasize the importance of measures such as up-to-date compliance and incident response programs in order to maintain the integrity of the capital market system, and a recent Report of Investigation reflects that cybersecurity remains an enforcement priority. To learn more about the Report and the SEC’s recent enforcement actions, visit…
In recent months, the U.S. Securities and Exchange Commission (“SEC”) has emphasized cybersecurity as both an enforcement priority and corporate responsibility, demonstrating its continued focus on the need for issuers to have sufficient measures in place, including up-to-date compliance and incident response programs in order to maintain the integrity of the capital market system. The SEC recently issued a Report of Investigation pursuant to Section 21(a) of the Securities Exchange Act (the “Report”) that advised…
The U.S. Commodity Futures Trading Commission is undergoing a transformation with the new Trump administration while staying on course with its statutory mission of protecting US commodities and derivatives markets.  Some of CFTC’s priorities under new Republican Administration will certainly change as articulated by the new Congress, several executive orders from the White House, and the recent statements of Acting Chairman Giancarlo.  However, it is likely that we will see in 2017 a combination of…
U.S. Commodity Futures Trading Commission (“CFTC”) shook things up in 2016 with new theories and fresh interpretations of the law.  Along with this came hefty fines reaching up to $1.2 billion in total.  CFTC wasn’t the only regulatory group handing out large fines but the National Futures Association (“NFA”) also collected around $700,000.  Between the quick enforcement and diverse violations in 2016, it is more important than ever to be in compliance.  To read more…
On December 6, 2016, the U.S. Supreme Court issued its long-awaited ruling in Salman v. United States. In a unanimous opinion, the Supreme Court adhered to its 1983 decision in Dirks v. SEC, 463 U.S. 646, and held that a tippee is liable for trading on inside information when the tipper “personally will benefit directly, or indirectly, from his disclosure.” The Supreme Court in Salman agreed with the Ninth Circuit’s interpretation of Dirks, holding that…
In an Order of Settlement released February 6, 2015, the SEC agreed to stay the administrative action against the Chinese affiliates of the “Big Four” accounting firms for refusing to turn over their audit work papers relating to several U.S.-listed Chinese companies. As we wrote earlier here, the Chinese affiliates of the audit firms had been facing a six-month bar from appearing before the SEC, which would have disrupted their business and the business…
In a widely anticipated decision, the Second Circuit on Wednesday clarified the standard for insider trading actions against tippees, downstream recipients of inside information who trade on that information. The court overturned the criminal convictions of two hedge fund portfolio managers who were convicted in 2013 as part of a massive sweep by New York federal prosecutors targeting insider trading on Wall Street and beyond. The court held that it is not enough for…
The Securities and Exchange Commission recently indicated that it would review, de novo, the January 2014 decision barring the Chinese affiliates of the “Big Four” accounting firms from appearing before the SEC.  The Commission’s Order, found here, also granted both parties’ motions to submit additional evidence for consideration – most significantly, the auditors’ evidence that they have given the Chinese regulators the audit work papers of the Chinese companies being investigated by the SEC.…