Securities

December 9, 2019

On December 6, 2019, the Securities and Exchange Commission (“SEC”) rejected the proposal submitted by the New York Stock Exchange (“NYSE”) to allow companies to simultaneously go public through a direct listing and raise cash from public market investors. As we previously blogged, the NYSE’s proposed rule would have incorporated an option to raise capital into the existing direct listing alternative. The SEC did not provide a public comment on its rejection of the…

Free Writings + Perspectives

SEC Small Entity Compliance Guide on Testing the Waters

By Anna T. Pinedo

December 9, 2019

The SEC’s amendment to the test-the-waters provisions, extending the ability to test-the-waters to issuers that are not emerging growth companies (“EGCs”), is now effective. The guide summarizes the provisions of new Rule 163B. Under the new rule, any issuer, or person authorized to act on behalf of the issuer (including an underwriter), may engage in exempt oral or written communications with potential investors that are, or are reasonably believed to be, qualified institutional buyers (“QIBs”)…

FCPA Professor

In Terms Of Settlement Amounts, 2019 FCPA Enforcement Has Set An All-Time Record

By Mike Koehler

December 9, 2019

The previous Foreign Corrupt Practices Act record in terms of settlement amounts was 2016 in which the DOJ and SEC collected approximately $2.4 billion (see here). With last week’s record-setting $1.06 billion enforcement action against Ericsson (see here), 2019 has eclipsed 2016. With approximately three weeks left in 2019 (keep in mind the end of the calendar year has historically been an active period for FCPA enforcement), the DOJ and SEC have collected…

FCPA Professor

The Top Ten List Of Corporate FCPA Settlements

By Mike Koehler

December 9, 2019

Everybody, it seems, likes “Top Ten” lists. This post highlights the top ten corporate FCPA settlements of all-time. It seems odd saying this, but the list (unlike other lists) only includes enforcement actions where the corporate defendant was charged with or found to be in violation of the FCPA’s provisions (not other laws). In addition, the list highlights net FCPA settlement amounts actually secured by U.S. law enforcement after consistently accounting for (unlike other lists…

FCPA Professor

Swedish Company Bribes Foreign Officials, U.S. Collects $1.06 Billion In Record-Setting FCPA Enforcement Action

By Mike Koehler

December 8, 2019

Late last Friday, the DOJ and SEC announced (here and here) a record-setting Foreign Corrupt Practices Act action Swedish telecom company Ericsson (a company with American Depositary Shares traded in the U.S.). The $1.06 billion settlement amount is the largest net FCPA settlement amount in history surpassing the $850 million FCPA enforcement action against Russian telecom company MTS in March 2019 (see here). The enforcement action concerned conduct in Djibouti, China, Vietnam,…

SEC Actions

This Week In Securities Litigation (Week of Dec. 9, 2019)

By Thomas Gorman

December 8, 2019

A look forward – a look back: Those who have long argued for a statutory definition of insider trading may be about to obtain their wish. Last week the U.S. House of Representatives passed a bill which defines and precludes insider trading. This is one key issue which has long lingered on Capitol Hill, but which may be resolved in 2020 if the draft legislation passes the Senate SEC Enforcement seems to have refocused last…

FCPA Professor

This Week On FCPA Professor

By Mike Koehler

December 7, 2019

FCPA Professor has been described as “the Wall Street Journal concerning all things FCPA-related,” and “the most authoritative source for those seeking to understand and apply the FCPA.” Set forth below are the topics discussed this week on FCPA Professor. As highlighted here, the Bribery Risk Matrix recently released by Trace International restates the obvious. This post highlights issues to consider from the recent Samsung Heavy Industries enforcement action. Forced to brief the issue,…

Free Writings + Perspectives

SEC’s DERA Inaugural Economic and Risk Outlook

By Anna T. Pinedo

December 6, 2019

The Securities and Exchange Commission’s Division of Economic Risk Analysis (DERA) recently published the first Economic and Risk Outlook. The release coincided with the SEC’s December 4, 2019 conference on the State of the Securities Markets. The report addresses a number of macroeconomic indicators. The report notes elevated borrowing offset by positive economic growth, high asset values, and low interest rates, which have kept debt service burdens within normal historical ranges. The analysis of the…

Free Writings + Perspectives

Report on 2019 SEC Government-Business Forum on Small Business Capital Formation Released

By Anna T. Pinedo

December 6, 2019

The Securities and Exchange Commission released the report from the August 2019 Government-Business Forum on Small Business Capital Formation. The Annual Forum provides an opportunity for market participants to meet and discuss concerns regarding the regulatory framework affecting capital formation for small businesses, including smaller reporting companies and mid-cap companies. Each year, the recommendations included in the report from the Forum are considered by the SEC in its rulemaking process. The report sets forth the…

FCPA Professor

Assistant Attorney General Benczkowski Speaks On A Variety Of FCPA Topics

By Mike Koehler

December 5, 2019

Earlier this week, Assistant Attorney General Brian Benczkowski delivered this speech at the FCPA’s annual dog and pony show (also know as the American Conference Institute’s FCPA conference). As highlighted below, in the speech Benczkowski discussed individual and corporate enforcement, the DOJ’s Kleptocracy Asset Recovery Initiative, the recent trial in the Hoskins matters and agency issues, as well as DOJ policy. Benczkowski began by noting the “remarkable prosecution activity and case developments in the FCPA space…