New York partner Jonathan C. Dickey and associate Brian M. Lutz are authors of "The SEC's Final Whistleblower Rules: The Floodgates Open on a New Wave of Whistleblower Claims, as the SEC Authorizes Massive Bounties to Anonymous Tipsters" [PDF] published in the July/August 2011 issue of Thomson Reuters' Securities Litigation Report.
Client Alert | August 12, 2011
Washington, D.C. partner Jason Schwartz and associate Thomas Johnson are the authors of "The Extraterritorial Application of the Dodd-Frank Whistleblower Provisions" [PDF] published in the August 2011 issue of ALM's Law Journal Newsletters: Employment Law Strategist.
Client Alert | August 1, 2011
>Washington, D.C. partners Amy Goodman, Jason Schwartz and John Sturc, Washington, D.C. associate Daniel Ahn, and Palo Alto associate Joshua Dick are the authors of "SEC Adopts Final Rules Implementing Whistleblower Provisions of Dodd-Frank Act" [PDF] published in the July 2011 issue of Thomson Reuters' Wall Street Lawyer.
Article | July 29, 2011
In the first half of 2011, the United States Supreme Court decided a trio of securities class action cases, and what may be the most significant class certification decision in several decades; new case filings continue to trend upward; and major "credit crisis" cases are beginning to be resolved
Client Alert | July 28, 2011
Today the federal appellate court in Washington, D.C. invalidated the SEC's "proxy access" rule, which would have required that director candidates nominated by certain large shareholders be included in a company's proxy materials. Gibson, Dunn & Crutcher LLP represented the plaintiffs, or "petitioners," in the case, Business Roundtable and the U.S.
Client Alert | July 22, 2011
On June 22, 2011, the Securities and Exchange Commission (the "SEC" or the "Commission") voted to adopt final rules to implement amendments to the Investment Advisers Act of 1940 (the "Advisers Act") contained in Title IV of the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank"). Importantly, the Commission extended from July 21, 2011 to March 30, 2012 the deadline for registration for private fund advisers previously exempt under Section 203(b)(3) of the Advisers Act, which exempted from SEC registration investment advisers with fewer than 15 clients.As a result of this extension, the revised compliance dates generally applicable to investment advisers having to register for the first time are as follows:DateActionJ
Client Alert | July 18, 2011
I. Overview of the First Half of 2011Robert Khuzami, the Director of the Division of Enforcement (the "Division") of the SEC, recently took stock of the SEC's accomplishments in the two years since he began his term. Specifically, he focused on the Division's restructuring, calling it the "most significant" since the Division's creation almost 40 years ago. In describing the restructuring, he noted that it was composed of many initiatives that were intended to achieve a series of common goals including: achieving a better understanding of the products, markets, transactions and practices policed by the Commission; identifying and terminating fraud and misconduct more quickly; increasing efficiency in the use of resources; and maximizing the Di
Client Alert | July 18, 2011
FINRA rule 4530 will take effect on July 1, 2011. The new rule, part of FINRA's consolidated rulebook process, adds to the reporting requirements currently found in NASD rule 3070 and New York Stock Exchange rule 351.
Client Alert | July 1, 2011
London partners James Cox and Selina Sagayam, and Century City associate Michael Titera are the authors of "The Employee Strikes Back" [PDF] published in the July/August 2011 issue of IFLR.
Client Alert | July 1, 2011
Los Angeles partner Michael Farhang and Palo Alto associate Susannah Wright are the authors of "Dealing with Tipsters Under Dodd-Frank" [PDF] published in the June 27, 2011 issue of The Recorder.
Client Alert | June 27, 2011
Washington, D.C. partner John Sturc, associate Molly Claflin and Palo Alto associate Joshua Dick are the authors of "Coping with the New Whistleblower Rules" [PDF] published in the June 27, 2011 issue of Compliance Reporter magazine.
Article | June 27, 2011
On May 25, 2011, in a 3-2 vote, the U.S.
Client Alert | May 31, 2011
On May 17, 2011, the U.S.
Client Alert | May 19, 2011
New York partners Mark K. Schonfeld and Barry R. Goldsmith and Washington, D.C. partner John H. Sturc are authors of "The Expansion of SEC Enforcement Under the Dodd-Frank Act" [PDF] published in the March 2011 issue of The Review of Banking and Financial Services.
Client Alert | March 31, 2011
Century City partner Ari Lanin and Los Angeles associate Daniela Stolman are the authors of "Building a Better Insider Trading Compliance Program" [PDF] published in the March 2011 issue of Insights.Reprinted with the permission of Aspen Publishers www.aspenpublishers.com.
Client Alert | March 15, 2011
In the past two weeks, the U.S.
Client Alert | March 14, 2011
New York partners Mark K. Schonfeld and Barry R. Goldsmith, Washington, D.C. partner John H. Sturc, and Denver associate Monica K. Loseman are authors of "Securities Enforcement 2010 Year-End Review" [PDF] published in the February 2011 issue of INSIGHTS, Volume 25, Number 2.
Client Alert | February 28, 2011
On January 11, 2011, the U.S. Securities and Exchange Commission ("SEC"), in consultation with the Department of the Treasury, Financial Crimes Enforcement Network ("FinCEN"), again extended the Bank Secrecy Act ("BSA") Customer Identification Program ("CIP") no-action letter (initially issued in 2004) relating to broker-dealer reliance on SEC registered investment advisers ("RIAs"). As previously, the extension was granted at the request of the Securities Industry and Financial Markets Association ("SIFMA").
Client Alert | February 17, 2011
New York partner Mark Schonfeld, Washington, D.C. partner John Sturc, New York associate Mary Kay Dunning and Denver associate Monica Loseman are the authors of "Insider Trading Update: Active Enforcement & Big Cases Mark Past Six Months" [PDF] published in the February 2011 issue of Wall Street Lawyer.
Client Alert | February 1, 2011
Printable PDF I. Overview of 2010 The year 2010 has been a watershed year for securities enforcement. The Dodd-Frank Wall Street Reform and Consumer Protection Act gave the SEC additional enforcement powers, while also bringing additional market participants under SEC registration and potentially elevating the standards of conduct for other securities professionals.
Client Alert | January 10, 2011
In the past three years, international regulatory focus on remuneration has gripped the globe. The heart of the debate which arose in the context of remuneration structures in investment banking and their contribution to global financial crisis has extended past this into remuneration across a broad range of industries.
Client Alert | December 20, 2010
In United States of America v. Prabhat Goyal (United States v. Goyal, 9th Cir., No. 08-10436, 12/10/10) a panel of the Ninth Circuit Court of Appeals not only reversed the criminal conviction of a former CFO of Network Associates on fifteen counts of securities fraud and making materially false statements to auditors, but also took the extraordinary step of remanding the case for entry of judgment of acquittal on all counts. Many have remarked on the passionate concurring opinion of Chief Judge Kozinski, in which he expressed concern for Mr.
Client Alert | December 16, 2010
New York partner Barry Goldsmith and Washington, D.C. partners Eugene Scalia, Amy Goodman and associate Daniel H. Ahn are the authors of "SEC Proposes New Dodd-Frank Whistleblower Rule" [PDF] published in the November 2010 issue of Insights.
Article | November 17, 2010
PDF VersionOn November 3, 2010, the U.S. Securities and Exchange Commission ("SEC") proposed a rule to implement the new whistleblower program mandated by Section 922 of the Dodd-Frank Act. The proposed rule establishes standards and procedures pursuant to which the SEC would reward whistleblowers who provide high quality tips to the agency that lead to successful SEC enforcement actions.
Client Alert | November 5, 2010
The United States Labor Department has proposed an important amendment to its regulations defining fiduciary status under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). If the amendment is finalized in its proposed form, it will substantially expand the classes of service providers subject to ERISA's fiduciary duty and prohibited transaction rules.
Client Alert | November 1, 2010
In a previous alert published in July, The UK's Blueprint for Financial Regulation, we looked at the UK Government's proposals for an overhaul of the UK financial regulatory infrastructure. These proposals were issued upon the initiation of the new Government, aimed at addressing a systemic failure in the UK domestic regime to recognise and respond in a timely and adequate manner to the global financial crisis.
Client Alert | November 1, 2010
Printable PDFIn an important development for U.S.
Client Alert | October 27, 2010
Investment advisers have a duty to disclose material conflicts of interest to clients. The more difficult question is: "how much disclosure is enough?" In a recent settled enforcement action, the SEC suggests that disclosure of material facts alone may not be sufficient, and that more explicit disclosure is needed when investment advice may result in additional compensation to the adviser.
Client Alert | October 1, 2010
Rule 206(4)-7 under the Investment Advisers Act of 1940 (the "Advisers Act") requires registered investment advisers to adopt and implement written policies and procedures that are reasonably designed to prevent violations of the Advisers Act by the adviser and any of its supervised persons within the meaning of Advisers Act section 202(a)(25). The adviser's policies and procedures must also be reasonably designed to detect and promptly address any violations that occurred. Advisers Act Rule 206(4)-7(b) further requires investment advisers to undertake an annual review to determine the adequacy and effectiveness of their procedures in light of internal and external developments affecting the firm.In her article, "Assessing Your Risk Program: Is Your Review Curren
Client Alert | September 7, 2010
On August 18, 2010, the Financial Accounting Standards Board ("FASB") announced that it is extending by 30 days to September 20, 2010 the deadline for comments on the FASB's proposed amendments to the U.S.
Client Alert | August 19, 2010
While Filings Are Down, Securities Litigation Remains Robust, As Major Cases Await Resolution, and Congress Creates New Litigation Risks for Public Companies and Their Directors and Officers
Client Alert | August 9, 2010
In a move that will likely trigger an increase in whistleblower allegations and investigations, on July 23, 2010, the U.S. Securities and Exchange Commission ("Commission") announced that it had awarded a $1 million bounty to Karen Kaiser for providing information and documents leading to the collection of civil penalties in the Commission's insider trading actions in May of this year against Pequot Capital Management, Inc.
Client Alert | July 27, 2010
Printable PDF Dodd-Frank Wall Street Reform and Consumer Protection Act Signed by the President On July 21, 2010, President Barack Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act, the most sweeping financial reform legislation in over a generation.
Client Alert | July 23, 2010
During the midst of the financial crisis, the continued existence, much less powers, of the Securities and Exchange Commission were in doubt. But in the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Commission emerged with expanded jurisdiction over hedge funds, credit ratings agencies, and governance of public companies, among other areas. To help implement this authority, the Dodd-Frank Act added several new weapons to the Commission's already substantial enforcement arsenal. Some of the provisions are clarifications (such as provisions assuring that certain anti-manipulation provisions extend to all non government securities) or simplify the enforcement process (such as providing for nationwide service of process in civil actions).Several of the p
Client Alert | July 21, 2010
Printable PDFOn July 20, 2010, the Financial Accounting Standards Board ("FASB") issued an exposure draft (the "Exposure Draft") containing proposed amendments to Accounting Standards Codification Topic 450-20 (formerly Financial Accounting Standard No.
Client Alert | July 21, 2010
On July 15, 2010, the Senate voted (60-39) to approve the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act"), which is expected to be signed into law next week by President Obama. Included among the Act's sweeping changes to the regulation of the U.S.
Client Alert | July 16, 2010
Although still subject to Senate approval, the House of Representatives' June 30, 2010 vote to approve the Bill* moves broker-dealers that much closer to sweeping changes to their business and operations.
Client Alert | July 12, 2010
I. Overview of the First Half of 2010Nearly a year and a half ago, Mary Schapiro took over as Chairman of the SEC with a promise to reinvigorate the Enforcement Division. Shortly thereafter, Robert Khuzami, the Director of the Division of Enforcement, announced a series of initiatives with the goal of making the Enforcement Division more effective. The first six months of this year have seen those initiatives take shape with a reorganization of the Enforcement Division into specialized units and the formal announcement of a cooperation initiative for individuals. But of greater significance is the extent to which the Enforcement Division is filing cases against major financial institutions and senior executives -- and without negotiating settlements in advance of fi
Client Alert | July 12, 2010
In a dramatic move, initially trailed this time last year, the Conservatives (now in coalition with the Liberal Democrats) have confirmed that they will in their term of service, abolish Britain's tripartite financial services regime, to replace it with a form of "twin peaks" style of regulation.
Client Alert | July 8, 2010
Today, the United States Supreme Court issued its opinion in Free Enterprise Fund v. Public Company Accounting Oversight Board, No.
Client Alert | June 28, 2010
On May 18, 2010, and with effect as of May 19, 2010, 00:00 hrs CET, the German Federal Financial Supervisory Authority ("BaFin") temporarily prohibited uncovered short sales of debt securities of euro zone countries admitted on a German exchange to trading on the regulated market.
Client Alert | May 19, 2010
The continuing saga of the Alternative Investment Fund Managers Directive (the Directive) of the European Union is causing heartburn throughout the world's financial capitals.
Client Alert | May 19, 2010
On 1 March, the UK Financial Services Authority ("FSA") published its new framework for financial penalty-setting.
Client Alert | April 1, 2010
On March 30, 2010, the Supreme Court issued its decision in Jones v. Harris Associates L.P., No. 08-586. The Court construed Section 36(b) of the Investment Company Act of 1940, which states that investment advisers to mutual funds are deemed to have a fiduciary duty with respect to the receipt of compensation for services and provides a private cause of action for breach of that duty.
Client Alert | March 30, 2010
The financial crisis has placed an ever-increasing number of companies in the position of being confronted with multiple shareholder class actions, SEC investigations, federal grand jury investigations, state attorney general investigations, arbitrations and "opt-out" litigation. In defending these private actions and governmental investigations, companies need to develop global defense strategies so that the defense of each proceeding is carefully coordinated with the defense of all other parallel proceedings.In their article, "Defending Parallel Proceedings: Basic Principles and Tactical Considerations," prepared for Securities Litigation Report (February 2010), Lawrence Zweifach and Eric Creizman discuss the myriad challenges inherent in defending multiple proc
Client Alert | March 23, 2010
Washington, D.C. partner F. Joseph Warin and associates John Chesley and Patrick Speice are the authors of "Nine Lessons of 2009: The Year-in-Review of Foreign Corrupt Practices Act Enforcement" [PDF] published in the Spring 2010 issue of Securities Regulation Law Journal.Reprinted from Securities Regulation Law Journal, (Vol.
Client Alert | March 15, 2010
Today, the Securities and Exchange Commission voted 3-2 to adopt a short sale-related circuit breaker solution (the "Alternative Uptick Rule") to limit excessive short selling pressure on individual stocks. The SEC's press release is available at http://www.sec.gov/news/press/2010/2010-26.htm. The Alternative Uptick Rule, Securities Exchange Act Rule 201 of Regulation SHO, was formally proposed by the Commission in August 2009, see Release No.
Client Alert | February 24, 2010
The SEC yesterday formally released an anticipated new initiative designed to encourage individual and company cooperation with SEC investigations and enforcement actions. The initiative, laid out in a new section of the enforcement manual for the Division of Enforcement entitled "Fostering Cooperation," (the "Initiative") establishes incentives for early, substantial, robust cooperation with the stated goal of ensuring "that potential cooperation arrangements maximize the Commission's law enforcement interests." The Initiative provides guidance for evaluating an individual's cooperation and authorizes new cooperation tools, including cooperation agreements, deferred prosecution agreements and non-prosecution agreements.
Client Alert | January 14, 2010
In our "Mid-Year Review of SEC Enforcement," we reviewed the transformation that had begun at the SEC's Division of Enforcement under the agency's new Chairman, Mary Schapiro, and the Division's new Director, Robert Khuzami, as well as the measurable increase in enforcement activity that had resulted. Since then, Mr.
Client Alert | January 12, 2010
"One can say without exaggeration that this past year was probably the most dynamic single year in the more than thirty years since the FCPA was enacted." So began Assistant Attorney General Lanny Breuer in a recent recap of 2009 Foreign Corrupt Practices Act ("FCPA") enforcement. Indeed, for the fourth time in the last five years, the Department of Justice ("DOJ") and Securities and Exchange Commission ("SEC"), the statute's dual enforcers, set a record by bringing more FCPA prosecutions than in any prior year in the FCPA's history. Foreign anti-corruption prosecutions also have reached unprecedented levels. Once an erratic enforcement priority, combating international corruption has now garnered attention at the highest leve
Client Alert | January 4, 2010