Securities Enforcement

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2021 Year-End Securities Enforcement Update

Gibson Dunn lawyers look at the significant developments in securities enforcement from the second half of 2021.

Client Alert | January 19, 2022

SEC Announces First Enforcement Action Against Alternative Data Provider for Securities Fraud, Highlighting Regulatory Risks in Growing Industry

On September 14, 2021, the SEC announced a settled enforcement action against App Annie, Inc., an alternative data provider, and the Company’s co-founder and former CEO and Chairman, for misrepresentations both to data sources in connection with the collection of data, and to investment firm subscribers regarding the data underlying its product.

Client Alert | September 20, 2021

SEC Settlement Reflects Increasing SEC Focus on Cyber Disclosures

On August 16, 2021, the U.S. Securities and Exchange Commission announced a settled enforcement action against Pearson plc, a U.K. educational publisher, for inadequate disclosure of a cyber intrusion. The settlement, in which Pearson agreed to pay a $1 million penalty, is the latest indication of the SEC’s continuing focus on cyber disclosures as an enforcement priority and an important signal to public companies that, particularly in the face of an environment of increasing cyberattacks, accurate public disclosure about cyber events and data privacy is critical.

Client Alert | August 23, 2021

2021 Mid-Year Securities Enforcement Update

Gibson Dunn lawyers look at the significant developments in securities enforcement from the first six months of 2021, and consider what to expect from new leadership at the U.S. Securities & Exchange Commission and the Enforcement Division.

Client Alert | July 20, 2021

SEC Fires Shot Across the Bow of SPACs

On July 13, 2021, the Securities and Exchange Commission announced a partially settled enforcement action against a Special Purpose Acquisition Company, the SPAC sponsor and the CEO of the SPAC, as well as the proposed merger target and the former CEO of the target for misstatements in a registration statement and amendments concerning the target’s technology and business risks.

Client Alert | July 14, 2021

Webcast: SPACs: What You Need to Know to Prepare for the Wave of Litigation and Investigations

In this webcast, a panel of Gibson Dunn lawyers provides the latest update on the state of the SPAC market, recent SEC guidance on SPACs, the issues that sponsors, boards, underwriters, advisers and auditors should be considering in connection with SPAC IPOs, de-SPAC transactions, disclosures, and strategies for mitigating the regulatory and litigation risk.

Webcasts | May 13, 2021

Understanding the SEC’s Focus on Environmental, Social, and Governance Investing and Investment Advisers

On Friday, April 9, 2021, the SEC Division of Examinations issued a Risk Alert detailing its observations of deficiencies and internal control weaknesses from examinations of investment advisers and funds regarding investing that incorporates environmental, social, and governance factors.

Client Alert | April 14, 2021

The GameStop Short Squeeze – Potential Regulatory and Litigation Fall Out and Considerations

Over this past week, the stock market has experienced a turbulent and acutely volatile series of events related to the trading of a small group of public companies’ shares. Perhaps most (in)famously, the stock price of GameStop surged from a low of less than $20 in early January to a high of nearly $500 on January 28th —an increase of well over 1,000%.

Client Alert | February 1, 2021

What the CFTC’s Settlement with Vitol Inc. Portends about Enforcement Trends

On December 3, 2020, the Commodity Futures Trading Commission Division of Enforcement announced a settlement with Vitol Inc., an energy and commodities trading firm in Houston, Texas.

Client Alert | January 20, 2021

2020 Year-End Securities Enforcement Update

In this update, Gibson Dunn lawyers look back at the significant enforcement actions and developments from the last six months of 2020, and consider what to expect from new leadership at the SEC.

Client Alert | January 19, 2021

Supreme Court Vacates Second Circuit Ruling Expanding Insider Trading Liability

On January 11, 2021, the Supreme Court in a summary disposition vacated the U.S. Court of Appeals for the Second Circuit’s major insider trading decision in United States v. Blaszczak.

Client Alert | January 13, 2021

Congress Buries Expansion of SEC Disgorgement Authority in Annual Defense Budget

On December 11, 2020, Congress passed the National Defense Authorization Act (NDAA), H.R. 6395. Buried on page 1,238 of this military spending bill is an amendment to the Securities Exchange Act of 1934 that gives the Securities and Exchange Commission, for the first time in its history, explicit statutory authority to seek disgorgement in federal district court.

Client Alert | December 18, 2020

SEC Brings First Enforcement Action Against a Public Company for Misleading Disclosures About the Financial Impacts of the Pandemic

On December 4, 2020, the Securities and Exchange Commission announced its first enforcement action against a public company for misleading disclosures about the financial effects of the pandemic on the company’s business operations and financial condition.

Client Alert | December 7, 2020

CFTC Division of Enforcement Issues New Guidance Regarding the Recognition of Cooperation, Self-Reporting, and Remediation in Enforcement Orders

The Commodity Futures Trading Commission recently announced that its Division of Enforcement issued new guidance to its staff when considering a recommendation that the Commission recognize a respondent’s cooperation, self-reporting, or remediation in an enforcement order. The Guidance represents the latest step in the Commission’s ongoing efforts to provide clarity and transparency regarding the Division’s practices and procedures.

Client Alert | November 30, 2020

Webcast: SEC Enforcement Focus on COVID-19 Issues and Key Areas of Risk

In this webcast, a panel of Gibson Dunn lawyers discusses the SEC’s enforcement priorities and key areas of risk in light of COVID-19.

Webcasts | November 18, 2020

SEC Amends Whistleblower Rules

On September 23, 2020, the Securities and Exchange Commission approved—on a 3-2 vote—amendments to its whistleblower program.

Client Alert | September 30, 2020

CFTC Settles Its Fourth Insider Trading Action

On August 4, 2020, the Commodity Futures Trading Commission (CFTC) announced that the U.S. District Court for the Southern District of New York entered a consent order resolving the CFTC’s seven-year old charges against the New York Mercantile Exchange (NYMEX) and its two former employees for the two employees’ repeated disclosure of material non-public information in violation of the Commodity Exchange Act (CEA) and CFTC regulations.

Client Alert | August 17, 2020

2020 Mid-Year Securities Enforcement Update

Gibson Dunn lawyers review developments in securities regulatory and enforcement activity during the first half of 2020.

Client Alert | July 20, 2020

Supreme Court Reins In, But Does Not Overturn, SEC’s Disgorgement Authority

New York partner Barry Goldsmith, Denver partner Frederick Yarger, and New York associate Jonathan Seibald are the authors of "Supreme Court Reins In, But Does Not Overturn, SEC's Disgorgement Authority," [PDF] published by the New York Law Journal on June 25, 2020.

Publications | June 30, 2020

Supreme Court Limits Disgorgement Remedy In SEC Civil Enforcement Actions

On June 22, 2020, the Supreme Court held 8-1 that although the SEC may seek disgorgement in civil enforcement actions, the remedy must be limited to the wrongdoer’s net profits and be awarded for the benefit of victims. 

Client Alert | June 22, 2020

Second Circuit Cases Clarify Scope of Investors’ “Insider” Status for Short-Swing Profit Statutes

On May 20, 2020, the Second Circuit issued a pair of opinions clarifying when a group of investors may be considered insiders for purposes of securities laws requiring the disgorgement of profits earned through short-term investments by dint of relationships with their investment advisors. 

Client Alert | May 29, 2020

A Glimpse Behind the Curtain: Insights to SEC Enforcement During the Pandemic and Tips for Mitigating Investigative Risk

Areas of regulatory focus provide a helpful roadmap for companies and financial institutions, and reinforce the guidance we provided in our prior alert, to reduce the risk of drawing scrutiny.

Client Alert | May 13, 2020

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

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

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

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

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

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

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

Bonus Compensation Clawbacks Are New Norm

​San Francisco partner Marc Fagel, Denver partner Monica Loseman and associate Scott Campbell are the authors of "Bonus Compensation Clawbacks Are New Norm" [PDF] published on May 30, 2016 by The National Law Journal.

Article | May 30, 2016

Eleventh Circuit Limits SEC Power to Seek Disgorgement and Declaratory Relief

On May 26, 2016, the United States Court of Appeals for the Eleventh Circuit issued a significant decision, in SEC v. Graham, No. 14-13562 (11th Cir.

Client Alert | May 27, 2016

U.S. Supreme Court Narrowly Construes Exclusive Federal Jurisdiction in Section 27 of the Exchange Act, with Helpful Reminders and Potential Silver Linings for Defendants

On May 16, 2016, the U.S. Supreme Court issued an important opinion concerning  Section 27 of the Securities Exchange Act of 1934, which creates exclusive federal jurisdiction over "all suits . . .

Client Alert | May 23, 2016

Recent Developments in CFTC Enforcement

2015 was a significant year for the Enforcement Division of the U.S. Commodity Futures Trading Commission (CFTC or Commission). Five years after the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) and its expansion of the CFTC's enforcement authority, annual enforcement fines have become very substantial--the Commission ordered a record $3.14 billion in civil monetary penalties in 2015.

Client Alert | April 13, 2016

Proposed Anti-Money Laundering Rules Focus on Investment Advisers

​Los Angeles partner Michael Farhang is the author of "Proposed Anti-Money Laundering Rules Focus on Investment Advisers" [PDF] published on April 5, 2016 by The Daily Journal.

Article | April 5, 2016

SEC Enforcement By The Numbers

​San Francisco partner Marc Fagel is the author of "SEC Enforcement By The Numbers" [PDF] published on March 8, 2016 by Law360.

Article | March 8, 2016

SEC Enforcement in the Latter Half of 2015

​San Francisco partner Marc Fagel is the author of "SEC Enforcement in the Latter Half of 2015" [PDF] published in the February 2016 issue of Insights.

Article | February 1, 2016

2015 Year-End Securities Litigation Update

The year was yet another eventful one in securities litigation, from the Supreme Court's game-changing opinion in Omnicare regarding liability for opinion statements, to several significant opinions out of the Delaware courts regarding, among other things, financial advisor liability and the apparent end to disclosure-only settlements.

Client Alert | January 25, 2016

2015 Year-End Securities Enforcement Update

From at least a numerical standpoint, 2015 was a particularly productive year for the Securities and Exchange Commission's Division of Enforcement. For the government fiscal year ended September 30, the SEC filed 807 enforcement actions, a 7% rise over fiscal 2014.

Client Alert | January 11, 2016

Serious Fraud Office v Standard Bank Plc: Deferred Prosecution Agreement

UK SFO enters into its first DPA and unveils its first enforcement of the corporate offence of failure to prevent bribery In a judgment of November 30, 2015 in Serious Fraud Office v Standard Bank Plc: Deferred Prosecution Agreement (Case No: U20150854), the Crown Court has approved the United Kingdom's first deferred prosecution agreement (the "Standard Bank DPA") under the regime for DPAs brought into effect in the UK by section 45 and Schedule 17 of the Crime and Courts Act 2013.

Client Alert | December 3, 2015

Resolution Triumphs: Proposed U.S. TLAC and Long-Term Debt Requirements for G-SIBs

At an October 30, 2015 open meeting, the Board of Governors of the Federal Reserve System (Federal Reserve) approved a proposed rule (Proposed Rule) that would impose Total Loss Absorbing Capacity (TLAC) and long-term debt (LTD) requirements for globally significant banks (G-SIBs).  In so doing, it anticipated by ten days the Financial Stability Board (FSB), which finalized its template for TLAC on November 9.  Although the Proposed Rule is consistent with important aspects of the FSB's TLAC requirements, its LTD requirement is more onerous.  In addition, the Proposed Rule would impose new "clean holding company" requirements on institutions subject to the rule, which would limit those companies' business activities in a wholly new manner.From the Proposed Rule, tw

Client Alert | November 18, 2015

Webcast: Compliance Strategies for Private Real Estate Fund Managers

​Following the enactment of the Dodd-Frank Act, the Securities and Exchange Commission began examining a significant number of private investment fund advisers that registered with the SEC.

Webcasts | November 5, 2015

SEC Examinations of Private Investment Funds

San Francisco partner Marc J. Fagel and Los Angeles associate Vania Wang are the authors of "SEC Examinations of Private Investment Funds" [PDF] published in the September-October 2015 issue of Practical Compliance & Risk Management for the Securities Industry.

Article | October 29, 2015

SEC Picks Up The Pace On Financial Reporting Fraud Efforts

​San Francisco partner Marc J. Fagel and Washington D.C. associate Courtney M. Brown are the authors of "SEC Picks Up The Pace On Financial Reporting Fraud Efforts" [PDF] published on October 26, 2015 by Law360.

Article | October 26, 2015

Dodd-Frank 2.0: The Clinton Program for Financial Regulation

​On October 8, 2015, the presidential campaign for former Secretary of State Hillary Clinton released the candidate's prescriptions for further regulation of the U.S.

Client Alert | October 22, 2015

SEC Enforcement Midway Through 2015

​San Francisco partner Marc Fagel is the author of “SEC Enforcement Midway Through 2015” [PDF] published in the September issue of Insights.

Article | September 30, 2015

SEC Moves in the Right Direction with Proposed Amendments to Rules Governing Administrative Proceedings, but the Changes Do Not Go Far Enough

​On September 24, 2015, the Securities and Exchange Commission announced it had voted to propose amendments to rules governing its administrative proceedings.

Client Alert | September 28, 2015

DOJ’s Newest Policy Pronouncement: the Hunt for Corporate Executives

​On September 9, 2015, the Department of Justice ("DOJ") issued a new policy memorandum, signed by Deputy Attorney General Sally Yates, regarding the prosecution of individuals in corporate fraud cases--"Individual Accountability for Corporate Wrongdoing" ("the Yates Memorandum").

Client Alert | September 11, 2015

FinCEN Proposes Regulations That Would Require AML Programs and Suspicious Activity Reporting for SEC Registered Investment Advisers

On September 1, 2015, the Department of the Treasury, Financial Crimes Enforcement Network ("FinCEN") published a long-awaited Notice of Proposed Rulemaking ("NPRM") with new rules that would require registered investment advisers to implement Anti-Money Laundering ("AML") programs and to file Suspicious Activity Reports ("SARs") under the Bank Secrecy Act ("BSA").

Client Alert | September 1, 2015

Mandatory Clearing Makes Its Way to Europe: European Commission Adopts New Rules Requiring Clearing for OTC Interest Rate Derivatives

​On August 6, 2015, the European Commission issued a Delegated Regulation (the "Delegated Regulation") that requires all financial counterparties ("FCs") and non-financial counterparties ("NFCs") that exceed specified thresholds to clear certain interest rate swaps denominated in euro ("EUR"), pounds sterling ("GBP"), Japanese yen ("JPY") or US dollars ("USD") through central clearing counterparties ("CCPs").  Further, the Delegated Regulation addresses the so-called "frontloading" requirement that would require over-the-counter ("OTC") derivatives contracts subject to the mandatory clearing obligation and executed between the first authorization of a CCP under European rules (whic

Client Alert | August 19, 2015

The Saga Continues: The Northern District of Texas Weighs in on Price Impact Test for Class Certification Post-Halliburton II

​On July 27, 2015, the U.S. District Court for the Northern District of Texas issued its anticipated decision on remand from Halliburton, Co. v. Erica P.

Client Alert | July 29, 2015

The Data Security Governance Conundrum: Practical Solutions and Best Practices for the Boardroom and the C-Suite

San Francisco partners Thad Davis and Michael Li-Ming Wong and associate Nicola Paterson are the authors of “The Data Security Governance Conundrum: Practical Solutions and Best Practices for the Boardroom and the C-Suite” [PDF] published in Volume 2015 of the Columbia Business Law Review.

Article | July 21, 2015

2015 Mid-Year Securities Litigation Update

The first half of 2015 has proved yet another eventful period in securities litigation.  Chief among significant developments in the first half of the year is the U.S.

Client Alert | July 14, 2015

2015 Mid-Year Securities Enforcement Update

Midway through the 2015 calendar year, the SEC Enforcement program has often been finding itself garnering more public attention for the manner in which it sources, litigates, and resolves cases than for the cases themselves.

Client Alert | July 13, 2015

’Equalizing’ the Negotiation Process with a Trial-Ready SEC

San Francisco partner Thad Davis and associate Nicola Paterson are the authors of “’Equalizing’ the Negotiation Process with a Trial-Ready SEC” [PDF] published in the Summer 2015 issue of American Bar Association’s Criminal Litigation.

Article | June 29, 2015

A Practical Guide to the Use of the Commissioned Public Report as an Effective Crisis-Management Tool

Washington, D.C. partner F. Joseph Warin and associates Oleh Vretsona and Lora MacDonald are the authors of "A Practical Guide to the Use of the Commissioned Public Report as an Effective Crisis-Management Tool" [PDF] published in the Notre Dame Journal of Law, Ethics & Public Policy, Volume 29, Issue 1.

Article | June 12, 2015

BitLicense Regulations Create Groundbreaking Hurdles

Gibson Dunn partners Judith Alison Lee, Arthur Long, and Alexander Southwell, of counsel Jeffrey Steiner, and associates Stephenie Gosnell Handler and Zachary Wood are authors of the attached article recently published by Law360.  They discuss the hurdles and rigorous requirements created by the New York Department of Financial Services' recently released "BitLicense" regulation, the final version of its framework for regulating digital currency firms.  BitLicense Regulations Create Groundbreaking Hurdles (click on link)Judith A.

Article | June 4, 2015

Op-Ed: Welcome News from the SEC on Forum Selection

New York partner Joel Cohen and Dallas associate Bennett Rawicki are the authors of “Op-Ed: Welcome News from the SEC on Forum Selection” [PDF] published in the June 1, 2015 issue of the National Law Journal.

Article | June 1, 2015