Securities Enforcement

346 Search Results

How Biz Development Cos. Can Mitigate Regulatory Risks

New York partner Mark Schonfeld, of counsel Gregory Merz and associate Chris Hamilton are the authors of "How Biz Development Cos. Can Mitigate Regulatory Risks," [PDF] published by Law360 on May 11, 2020.

Publications | May 12, 2020

Operating Partners and/or Captive Consultants: Recent SEC Action and Six Takeaways

On April 22, 2020, the U.S. Securities and Exchange Commission issued a settled order finding that a middle-market private equity fund adviser failed to adequately disclose that costs relating to an internal “Operations Group” would be charged to the portfolio companies of the adviser’s fund.

Client Alert | April 30, 2020

SEC Enforcement Focus on Fallout from COVID-19: Insights for Public Companies and Investment Advisers During a Crisis

On March 24, 2020, the co-directors of the SEC Enforcement Division took the unusual step of issuing a cautionary statement emphasizing “the importance of maintaining market integrity and following corporate controls and procedures” during the COVID-19 crisis. Gibson Dunn lawyers provide a list of potential issues to be considered in light of the SEC Enforcement Division’s notice.

Client Alert | March 26, 2020

Delaware Supreme Court Unanimously Upholds Federal-Forum Provisions

In Salzberg, et al. v. Sciabacucchi (“Blue Apron II”), a unanimous Delaware Supreme Court, with Justice Valihura writing, confirmed the facial validity of federal-forum provisions (“FFPs”)—provisions Delaware corporations adopt in their certificates of incorporation requiring actions arising under the Securities Act of 1933 (the “1933 Act”) to be filed exclusively in federal court.

Client Alert | March 20, 2020

2019 Year-End Securities Enforcement Update

Gibson Dunn lawyers review legislative, regulatory and litigation developments and trends in securities enforcement during 2019.

Client Alert | January 14, 2020

Five Gibson Dunn Partners Recognized by Who’s Who Legal 2019 Business Crime Defence Guide

Who’s Who Legal named five Gibson Dunn partners to its 2019 Business Crime Defence Global guide. Washington DC partners Richard Grime and F. Joseph Warin were both named Global Elite Thought Leaders.

Firm News | November 6, 2019

2019 Mid-Year Securities Enforcement Update

Gibson Dunn lawyers provide a comprehensive recap of the first half of 2019 in the realm of securities enforcement.

Client Alert | July 18, 2019

2018 Year-End Securities Litigation Update

Gibson Dunn highlights what you most need to know in securities litigation developments and trends for the latter half of 2018.

Client Alert | March 5, 2019

Law360 Names Gibson Dunn Among Its Securities 2018 Practice Groups of the Year

Law360 named Gibson Dunn one of its six Securities Practice Groups of the Year [PDF] for 2018. The practice group was recognized for “[s]ecuring a landmark U.S.

Firm News | January 16, 2019

2018 Year-End Securities Enforcement Update

The Securities and Exchange Commission, like most federal agencies, ended 2018 with a whimper, not a bang. Most staffers were furloughed as part of the federal government shutdown, a note on the SEC homepage cautioning that until further notice only a limited number of personnel would be on hand to respond to emergency situations.

Client Alert | January 15, 2019

Gibson Dunn Named a 2018 Law Firm of the Year

Gibson, Dunn & Crutcher LLP is pleased to announce its selection by Law360 as a Law Firm of the Year for 2018, featuring the four firms that received the most Practice Group of the Year awards in its profile, “The Firms That Dominated in 2018.” [PDF] Of the four, Gibson Dunn “led the pack with 11 winning practice areas” for “successfully securing wins in bet-the-company matters and closing high-profile, big-ticket deals for clients throughout 2018.” The awards were published on January 13, 2019.

Firm News | January 13, 2019

SEC Imposes Civil Penalties for ICO Registration Violations; Suggests a Path for Future Compliance

On November 16, 2018, the Securities and Exchange Commission (SEC) announced settled charges in its first cases imposing civil penalties solely for registration violations related to initial coin offerings (ICOs).

Publications | November 29, 2018

U.S. News – Best Lawyers® Awards Gibson Dunn 132 Top-Tier Rankings

U.S. News – Best Lawyers® awarded Gibson Dunn Tier 1 rankings in 132 practice area categories in its 2019 “Best Law Firms” [PDF] survey. Overall, the firm earned 169 rankings in nine metropolitan areas and nationally.

Firm News | November 1, 2018

SEC Warns Public Companies on Cyber-Fraud Controls

On October 16, 2018, the Securities and Exchange Commission issued a report warning public companies about the importance of internal controls to prevent cyber fraud.  The report described the SEC Division of Enforcement's investigation of multiple public companies which had collectively lost nearly $100 million in a range of cyber-scams typically involving phony emails requesting payments to vendors or corporate executives.

Client Alert | October 17, 2018

M&A Report – Fresenius Marks a Watershed Development in the Analysis of “Material Adverse Effect” Clauses

On October 1, 2018, in Akorn, Inc. v. Fresenius Kabi AG, the Delaware Court of Chancery determined conclusively for the first time that a buyer had validly terminated a merger agreement due to the occurrence of a "material adverse effect" (MAE).

Client Alert | October 2, 2018

Private Funds and the Clayton SEC: Out From Under the Microscope?

San Francisco partner Marc Fagel is the co-author of "Private Funds and the Clayton SEC: Out From Under the Microscope?" [PDF] published in the July/August 2018 issue of Practical Compliance & Risk Management For the Securities Industry.

Article | August 10, 2018

2018 Mid-Year Securities Enforcement Update

I. Significant Developments A. Introduction For a brief moment in time, after several years with as many as 3 of the 5 commissioner seats vacant, the SEC was operating at full force, with the January 2018 swearing in of newest commissioners Hester Peirce and Robert Jackson.

Client Alert | July 30, 2018

Supreme Court Rules That SEC ALJs Were Unconstitutionally Appointed

Lucia v. SEC, No. 17-130 Decided June 21, 2018 Today, the Supreme Court held that administrative law judges of the Securities and Exchange Commission are inferior “Officers of the United States” within the meaning of the Constitution’s Appointments Clause.

Client Alert | June 21, 2018

Revisions to the FFIEC BSA/AML Manual to Include the New CDD Regulation

On May 11, 2018, the federal bank regulators and the Financial Crimes Enforcement Network ("FinCEN") published two new chapters of the Federal Financial Institution Examination Council Bank Secrecy Act/Anti-Money Laundering Examination Manual ("BSA/AML Manual") to reflect changes made by FinCEN to the CDD regulation.

Client Alert | June 14, 2018

Where Have All The Public Company Frauds Gone?

San Francisco partner Marc Fagel is the author of "Where Have All The Public Company Frauds Gone?" [PDF] published by Law360 on May 30, 2018.

Article | May 30, 2018

FinCEN Issues FAQs on Customer Due Diligence Regulation

On April 3, 2018, FinCEN issued its long-awaited Frequently Asked Questions Regarding Customer Due Diligence Requirements for Financial Institutions, FIN-2018-G001.

Client Alert | April 23, 2018

M&A Report – AOL and Aruba Networks Continue Trend of Delaware Courts Deferring to Deal Price in Appraisal Actions

Two recent decisions confirm that, in the wake of the Delaware Supreme Court's landmark decisions in Dell and DFC, Delaware courts are taking an increasingly skeptical view of claims in appraisal actions that the "fair value" of a company's shares exceeds the deal price.

Client Alert | April 5, 2018

D.C. Circuit Holds That Witnesses in PCAOB Investigations Have the Right to a Technical Expert

On March 23, 2018, the U.S. Court of Appeals for the D.C. Circuit issued a unanimous opinion vacating an SEC order upholding sanctions issued by the Public Accounting Oversight Board against petitioner Mark E.

Client Alert | March 26, 2018

ALJs Check Their Own Work, With Unsurprising Results

San Francisco partner Marc Fagel is the author of "ALJs Check Their Own Work, With Unsurprising Results," [PDF] published by Law360 on March 2, 2018.

Article | March 2, 2018

Court Reevaluates Stockholder Ratification of Director Compensation for First Time in Decades

New York associates Jefferson Bell and David Coon are the authors of "Court Reevaluates Stockholder Ratification of Director Compensation for First Time in Decades," [PDF] published by Delaware Business Court Insider on February 21, 2018.

Article | February 21, 2018

Second Circuit Vacates Class Certification Order on Price Impact Grounds

On January 12, 2018, the Second Circuit issued its second substantive opinion applying Halliburton Co. v. Erica P. John Fund, Inc., 134 S. Ct. 2398 (2014) ("Halliburton II"), only the third issued by any federal circuit court since the Supreme Court's landmark decision in June 2014.

Client Alert | January 18, 2018

2017 Year-End Securities Enforcement Update

2017 was the prototypical transition year for the SEC. In contrast to many other federal agencies under the current administration, the new SEC leadership did not promise a wholesale rethinking of the agency's mandate.

Client Alert | January 10, 2018

The New Pay Ratio Disclosure

​New York counsel Maia Gez is the author of "The New Pay Ratio Disclosure," [PDF] published by The Review of Securities & Commodities Regulation on November 22, 2017.

Article | November 22, 2017

The Unrelenting Pace of SEC Insider Trading Actions

​San Francisco partner Marc Fagel and associate Elizabeth Dooley are the authors of "The Unrelenting Pace of SEC Insider Trading Actions," [PDF] published by Global Investigations Review on November 2, 2017.

Article | November 2, 2017

The Regulatory Risks of a Deregulatory Environment

​New York partner Mark Schonfeld is the author of "The Regulatory Risks of a Deregulatory Environment," [PDF] published by Law360 on September 19, 2017.

Article | September 19, 2017

Webcast: Reforming Regulatory Reform: What to Expect from the New Leaders at the Financial Regulatory Agencies

After a slow start, senior policymakers are moving forward to lead the U.S. federal financial regulatory agencies. The Senate has confirmed the Chairs of both the Commodity Futures Trading Commission and the Securities and Exchange Commission, J.

Webcasts | September 19, 2017

2017 Mid-Year Securities Enforcement Update

The first half of 2017 was unusually quiet for the SEC's Division of Enforcement. This undoubtedly stemmed from the change in administration following the November election.

Client Alert | July 18, 2017

United States Supreme Court Limits SEC Power to Seek Disgorgement Based on Stale Conduct

On June 5, 2017, the Supreme Court of the United States issued a significant decision holding that "[d]isgorgement in the securities-enforcement context is a 'penalty' within the meaning of" 28 U.S.C.

Client Alert | June 5, 2017

Key Developments in Latin American Anti-Corruption Enforcement

Washington, D.C. partner F. Joseph Warin; Los Angeles partner Michael Farhang and associates Michael Galas, Abiel Garcia, and John Sandoval; São Paulo partner Lisa Alfaro; Denver associate Tafari Lumumba; and Orange County associate Sydney Sherman are the authors of “Key 2017 Developments in Latin American Anti-Corruption Enforcement,” [PDF] published in Trade Security Journal on May 2017.

Article | May 1, 2017

SEC Enforcement By the Numbers, And The End of An Era

​San Francisco partner Marc Fagel and Palo Alto associate Christina Yang are the authors of "SEC Enforcement By the Numbers, And The End of An Era," [PDF] published by Law360 on March 10, 2017.

Article | March 10, 2017

Compliance Reminders for Private Fund Investors

Private fund advisers are subject to a number of regulatory reporting requirements and other compliance obligations, many of which need to be completed on an annual basis.  This memorandum provides a brief overview.1.      Regulatory Filing Obligations under the Advisers ActPrivate fund advisers that are either registered investment advisers ("RIAs") or exempt reporting advisers ("ERAs") under the U.S.

Client Alert | February 3, 2017

2016 Year-End Securities Litigation Update

The year was yet another eventful one in securities litigation, from the expanded application of Omnicare and Halliburton II, to several significant decisions from the Delaware courts regarding, among other things, the bounds of collateral estoppel analysis and the principles for determining whether a claim is direct or derivative.  The year-end update highlights what you most need to know in securities litigation developments and trends for the last half of 2016: We discuss recent trends in securities filings, including the increased number of securities class actions filed in federal court in 2016.We highlight notable post-Omnicare district court decisions, including many courts' continued application of a high pleading standard for claims brought under Section 11 of

Client Alert | January 25, 2017

2016 Year-End Securities Enforcement Update

I. Overview A. Looking Back, Looking Forward Any attempt to assess the past six months is undeniably going to be overshadowed by what lies ahead. The change in administration is likely to be as tumultuous and unpredictable for the SEC as for any other federal agency, and the differences between the enforcement priorities under Chair Mary Jo White and Enforcement Division Director Andrew Ceresney and those of their successors may be more stark than other SEC transitions in recent years.

Client Alert | January 13, 2017

Financial Agenda on Deck at House

​Washington, D.C. counsel Jeff Steiner and San Francisco associate Sean Sullivan are the authors of "Financial Agenda on Deck at House," [PDF] published in the Daily Journal on January 11, 2017.

Article | January 11, 2017

Right Back Where We Started From? In Salman, the Supreme Court Clarifies the “Personal Benefit” Test but Otherwise Leaves Undisturbed Insider Trading Contours

On December 6, 2016, in Salman v. United States, the Supreme Court unanimously resolved a circuit split between the Courts of Appeals for the Second and Ninth Circuits over the meaning of the "personal benefit" element of insider trading law.  In doing so, the Court put to rest confusion on this aspect of insider trading jurisprudence.  But the murky nature of other aspects of insider trading was left untouched, leaving market participants, courts, and lawyers generally "right back where we started from" before Newman.Bassam Salman was convicted of trading on information he received from a corporate insider, after it was found that the insider had breached a fiduciary duty in giving the information.  In order to find that the insider breached a fiduciary

Client Alert | December 7, 2016

The Trump Presidency: Selected Initial Observations and Considerations

There is widespread speculation regarding what President-elect Donald Trump and a Republican-controlled Congress will choose to prioritize and pursue in 2017 and beyond.  With the majority of pollsters and media observers incorrectly forecasting a victory for Hillary Clinton, many are just now beginning to assess how they will operate under, and the potential opportunities presented by, the policies of the Trump administration and the Republican-led Congress.  We would like to share with you some of our initial observations about the potential effects that may be forthcoming in the near term.  With Republicans claiming the White House and maintaining control of both the House of Representatives and the Senate, we expect a flurry of legislative and administrative activity con

Client Alert | November 15, 2016

Financial Regulatory Reform Under a Trump Presidency: What We Know and What to Expect

President-elect Donald J.

Client Alert | November 14, 2016

Webcast: Election Results and Securities Litigation and Enforcement Trends

Hot off the presses just after Election Day, please join us for a discussion with some of the co-authors of the newly released Second Edition of the authoritative PLI Securities Litigation Treatise regarding potential reforms, trends and developments in securities litigation and enforcement.

Webcasts | November 11, 2016

Developments and Trends in CFTC Enforcement

​New York partners Lawrence Zweifach, Arthur Long, Joel Cohen, Robert Trenchard and associate Amy Mayer, and Washington, D.C. counsel Jeffrey Steiner are the authors of "Developments and Trends in CFTC Enforcement" [PDF] published in the September 7, 2016 issue of The Review of Securities & Commodities Regulation.

Article | September 7, 2016

Sanctionable Practices at the World Bank: Interpretation and Enforcement

​Washington, D.C. partner Michael Diamant, of counsel Christopher Sullivan, and associate Jason Smith are the authors of "Sanctionable Practices at the World Bank: Interpretation and Enforcement" [PDF] published on August 28, 2016 by the University of Pennsylvania Journal of Business Law.

Article | August 28, 2016

SEC’s Whistleblower Program is Gaining Steam

​San Francisco partner Marc Fagel is the author of "SEC's Whistleblower Program is Gaining Steam" [PDF] published on August 1, 2016 by Daily Journal.

Article | August 1, 2016

Evaluating U.S. Fraud and Abuse Compliance Controls, Including Corporate Integrity Agreement Provisions, for a Global Anti-Corruption Compliance Program

​Denver partner John D.W. Partridge, Washington, D.C. partner Daniel Chung and Denver associate Micah Sucherman are the authors of "Evaluating U.S. Fraud and Abuse Compliance Controls, Including Corporate Integrity Agreement Provisions, for a Global Anti-Corruption Compliance Program" [PDF].

Article | August 1, 2016

2016 Mid-Year Securities Enforcement Update

In the wake of a record-breaking 2015, the SEC's Division of Enforcement appeared to continue to initiate new matters at breakneck speed throughout the first half of 2016.

Client Alert | July 13, 2016

New European Market Abuse Regime – What Do Non-EU Incorporated Issuers Need to Know?

I.          IntroductionWhy read this note?From 3 July 2016, the European Market Abuse Regulation (MAR) will enter into effect, creating a new common regulatory framework on market abuse across the European Union (EU) resulting in the repeal and replacement of existing EU market abuse rules implemented pursuant to the Market Abuse Directive and in new rules being implemented in the UK.  On the same day, a new European Directive, the Directive on Criminal Sanctions for Market Abuse (CSMAD), which complements MAR, will also come into effect.  Together, MAR and CSMAD will update, strengthen and extend the scope of the EU market abuse regime, incorporating a wider range of more stringent sanctions.  If you are an issuer

Client Alert | June 22, 2016

Disintermediation of Private Equity

​Denver partner Beau Stark is the author of "Disintermediation of Private Equity" [PDF] published in the June 2016 issue of Oil & Gas Financial Journal.

Article | June 1, 2016