Harvard Corporate Governance

JUNE 5, 2023

The revolving door between the Securities and Exchange Commission (SEC) and the private sector has been the subject of a great deal of scrutiny in recent years. Between 2001 and 2010, over 400 former SEC employees filed statements that they intended to represent an external party before the SEC. more…)

Marketability 223

Marketability 223

Harvard Corporate Governance

JULY 16, 2022

public companies faces potentially dramatic changes, with the Securities and Exchange Commission (“SEC”) proposing rules that would mandate comprehensive climate change disclosures and integrate key aspects of sustainability reporting with annual reports. [1] The regulatory landscape for ESG disclosure by U.S.

319

319

Harvard Corporate Governance

APRIL 9, 2024

On March 18, 2024, the SEC announced settled charges against two investment advisers for making false and misleading statements about their use of artificial intelligence (“AI”), which the SEC refers to as “AI washing.” Kelly, Mr. Osnato, and Partner Rajib Chanda. The advisers paid combined civil penalties of $400,000.

Marketability 118

Marketability 118

Harvard Corporate Governance

AUGUST 9, 2023

At an open meeting on Wednesday last week, the SEC voted, three to two, to adopt final rules on cybersecurity disclosure. According to SEC Chair Gensler, “[w]hether a company loses a factory in a fire—or millions of files in a cybersecurity incident—it may be material to investors….Currently, Posner is Special Counsel at Cooley LLP.

Marketability 246

Marketability Technology 246

Harvard Corporate Governance

APRIL 25, 2024

Posted by Allison Herren Lee, Kohn, Kohn & Colapinto LLP, on Thursday, April 25, 2024 Editor's Note: Allison Herren Lee is a former SEC Commissioner and Of Counsel at Kohn, Kohn & Colapinto LLP. This post is based on her Kohn, Kohn, & Colapinto piece. more…)

144

144

Harvard Corporate Governance

JUNE 14, 2023

Securities and Exchange Commission (the “SEC” or the “Commission”) has had a busy start to its Fiscal Year 2023 enforcement program, continuing its vigorous approach to enforcement with its use of novel theories and enhanced remedies. Crypto asset exchanges and their operators are under heightened SEC scrutiny as of late.

Marketability 221

Marketability 221

Harvard Corporate Governance

NOVEMBER 9, 2023

we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. This post is based on a Morrison & Foerster memorandum by Ms. Marlier, Mr. Birnbaum, Ms. Serfoss, Jina Choi , and Justin Kareem Rezkalla.

Marketability 222

Marketability 222

Harvard Corporate Governance

DECEMBER 30, 2022

The SEC collected a record $4.2 Recent enforcement actions involving ESG issues, 10b5-1 plans and cybersecurity align with the SEC’s rulemaking initiatives on those topics. Securities & Exchange Commission (SEC) recently reported a robust enforcement year with record-breaking results. Hanson, and Leo W.

Compliance 340

Compliance 340

Harvard Corporate Governance

MARCH 16, 2024

Securities and Exchange Commission (SEC) published its much anticipated rules to regulate initial public offerings (IPOs) by special purpose acquisition companies (SPACs) and subsequent business combination transactions between SPACs and target companies (de-SPAC transactions). Overview On January 24, 2024, the U.S.

Compliance 126

Compliance Marketability 126

Harvard Corporate Governance

NOVEMBER 26, 2023

Overview On October 10, 2023, the SEC adopted rule amendments related to Section 13 beneficial ownership reporting rules (the “Final Rules”). The Final Rules adopted by the SEC addressed the concerns raised in many of the comment letters.

Equity 233

Equity Marketability 233

Harvard Corporate Governance

MARCH 12, 2023

Highlights: Aggressive Positions Leading to Increased Penalties and Other Prophylactic Remedies : The SEC obtained a record $4.2 2] The SEC also required admissions and engagement of compliance consultants in a number of high-profile matters. billion in penalties. [1] billion in penalties. [1]

Compliance 238

Compliance 238

Harvard Corporate Governance

MARCH 27, 2022

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. How does the SEC propose to strengthen its whistleblower program?

Compliance 242

Compliance Equity 242

Harvard Corporate Governance

JUNE 29, 2022

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. The SEC’s billion-dollar case against a prominent investment adviser. 22nd Century Group, Inc. ; more…).

Compliance 215

Compliance Marketability 215

Harvard Corporate Governance

OCTOBER 24, 2023

On October 10, 2023, the Securities and Exchange Commission (the “SEC”) announced that it has adopted amendments to the rules governing beneficial ownership reporting on Schedules 13D and 13G. Jackson Jr., and Wei Jiang.

Equity 215

Equity 215

Harvard Corporate Governance

JANUARY 8, 2023

we summarize below some of the most important SEC enforcement developments from the past month. This post covers: In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources.

Compliance 234

Compliance 234

Harvard Corporate Governance

JUNE 29, 2023

The SEC’s whistleblower program has been a resounding success – a point that has been echoed by SEC Chairs and Commissioners from both sides of the aisle. Fortunately, a bipartisan group of Senators agree and have put forth the SEC Whistleblower Reform Act of 2023. This post is based on her Kohn, Kohn, & Colapinto piece.

Compliance 242

Compliance 242

Harvard Corporate Governance

NOVEMBER 11, 2023

The Securities and Exchange Commission (SEC) has voted to adopt new Rule 13f-2 and related Form SHO requiring certain institutional investment managers [1] (managers) to report short sale-related information to the SEC. This post is based on their Skadden memorandum.

Equity 144

Equity Marketability 144

Harvard Corporate Governance

NOVEMBER 8, 2023

On October 10, 2023, the US Securities and Exchange Commission (SEC) adopted amendments to Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, which among other things, accelerate the filing deadlines for Schedules 13D and 13G. Jackson Jr., and Wei Jiang.

Compliance 208

Compliance Equity Marketability 208

Harvard Corporate Governance

JANUARY 12, 2023

Since 1947, no-action letters under Securities and Exchange Commission (SEC) Rule 14a-8 have allowed SEC staff members to regulate shareholder voice upon management’s request, acting as intermediaries between shareholders and management on matters related to shareholder proposals. more…).

Corporate Finance 189

Corporate Finance Finance 189

Harvard Corporate Governance

NOVEMBER 7, 2022

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, which was an active one as the SEC Division of Enforcement closed out its fiscal year. AT&T, Inc.

Compliance 222

Compliance 222

Harvard Corporate Governance

AUGUST 30, 2023

SEC ruling curtails the SEC’s discretion in disgorgement remedies, limiting awards to a defendant’s “net profits” from wrongdoing. SEC and related lower court opinions expanding on Liu and to then link those concepts to fundamental accounting and finance principles. This post is based on his recent paper.

Finance 201

Finance 201

Harvard Corporate Governance

JULY 28, 2022

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary sources. Whether there exists a duty to correct a response to a voluntary SEC information request.

Compliance 211

Compliance Technology 211

Harvard Corporate Governance

SEPTEMBER 9, 2023

Earlier this week, the SEC announced settled enforcement actions against five companies for deficient disclosure in Forms 12b-25 that they filed regarding late reports. Apparently, the SEC believes that companies are still flubbing this one and does not seem to consider these errors to be just harmless foot faults.

215

215

Harvard Corporate Governance

APRIL 4, 2022

Corp Fin began by noting that, under its 2010 guidance (see this PubCo post ), depending on the facts and circumstances, climate change disclosure could be elicited in a company’s SEC filings in connection with the description of business, legal proceedings, risk factors and MD&A.

Marketability 251

Marketability 251

Harvard Corporate Governance

AUGUST 13, 2023

On July 26, 2023, the SEC adopted final rules that require public companies to promptly disclose material cybersecurity incidents on Form 8-K and detailed information regarding their cybersecurity risk management and governance on an annual basis on Form 10-K. This post is based on a Shearman & Sterling memorandum by Ms.

Compliance 189

Compliance 189

Harvard Corporate Governance

NOVEMBER 2, 2023

Normal 0 false false false EN-US X-NONE AR-SA The Securities & Exchange Commission (“SEC”) is poised to adopt a controversial set of new disclosure mandates related to climate change, and pressure is on for the SEC to adopt additional ESG disclosure mandates. Strine, Jr. more…)

206

206

Harvard Corporate Governance

NOVEMBER 30, 2022

In particular, if adopted, the SEC’s proposed cybersecurity disclosure rule for public companies states that issuers will have to disclose, via Form 8-K, material cybersecurity incidents, including any impact on business operations, within four business days of their determination that the incident is material. [1] more…).

227

227

Harvard Corporate Governance

APRIL 28, 2022

As a fitting cap to a busy month, on March 30, the SEC Division of Examinations announced its 2022 Examination Priorities. These priorities are consistent with the recent activities of the SEC more generally, as exemplified by the Top 5 Enforcement Developments below. This post is based on their Morrison & Foerster memorandum.

Compliance 216

Compliance Technology 216

Harvard Corporate Governance

JANUARY 25, 2023

capital markets continue to support American competitiveness on the world stage because of the strong investor protections the SEC offers. By contrast, outside the United States, nearly 80 percent of lending to such firms comes from banks. The United States cannot take its remarkable capital markets for granted.

Finance 289

Finance Banking Marketability Technology 289

Harvard Corporate Governance

APRIL 6, 2022

Securities and Exchange Commission (SEC) announced that it unanimously voted to approve proposed changes requiring certain institutional investment managers [1] (managers) to report short sale-related information to the SEC. This post is based on their Skadden memorandum. On February 25, 2022, the U.S.

Equity 221

Equity Marketability 221

Harvard Corporate Governance

JANUARY 22, 2024

The SEC looked past traditional financial performance issues and brought disclosure cases involving issues such as cybersecurity, ESG and human capital. The SEC also asserted aggressive claims involving internal controls requirements and displayed its willingness to litigate, while also messaging the benefits of cooperation.

118

118

Harvard Corporate Governance

AUGUST 24, 2022

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. SEC Holds Chief Compliance Officer (CCO) Liable for Failing to Implement Policies and Procedures.

Data Analysis 233

Data Analysis Compliance 233

Harvard Corporate Governance

MARCH 21, 2024

On March 6, 2024, the Securities and Exchange Commission (the “SEC” or the “Commission”) voted 3 to 2 to adopt rules requiring registrants to provide additional climate-related information in their registration statements and annual reports, including in their financial statements. Bebchuk, Kobi Kastiel, and Roberto Tallarita.

126

126

Harvard Corporate Governance

JUNE 7, 2022

Most likely, what comes to mind when you think about companies’ impeding the ability of a whistleblower to communicate with the SEC are allegations of overly ambitious confidentiality provisions in employment agreements or company policies. According to the SEC, the employee’s social media and other accounts were accessed.

Technology 228

Technology 228

Harvard Corporate Governance

MARCH 27, 2023

The SEC has thus been focused on the issue of false ESG claims. In response to investor demand,” the SEC explained, “[advisers] are increasingly branding and marketing their funds and strategies as ESG.” [1] 2] (more…)

Marketability 222

Marketability 222

Harvard Corporate Governance

JANUARY 17, 2023

In November 2022, the SEC announced a settlement with Goldman Sachs Asset Management, L.P. million, the SEC focus was on statements made by the adviser regarding how it integrated ESG into its investment decision-making process. Sitkoff and Max M. Schanzenbach. Like the BNY Mellon ESG order, which was settled last May for $1.5

Compliance 233

Compliance 233

Harvard Corporate Governance

MARCH 30, 2024

On March 6, 2024, the Securities and Exchange Commission (SEC) voted 3-2 to adopt new rules mandating climate-related disclosures in public companies’ annual reports and registration statements. Strine, Jr.

Compliance 147

Compliance 147