Securities Enforcement

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Recent SEC Enforcement Action Potential Harbinger of More Regulation Best Interest Enforcement Against Broker-Dealers

There has been a dearth of Commission enforcement actions relating to Reg BI since the rule became effective in June 2020. This action for ordinary conflict of interest concerns, and another from February, may signal a more active Reg BI enforcement regime moving forward.

Client Alert | June 7, 2024

Gibson Dunn Earns 112 Top-Tier Rankings in Chambers USA 2024

In its 2024 edition, Chambers USA awarded Gibson Dunn 112 first-tier rankings, of which 36 were firm practice group rankings and 76 were individual lawyer rankings.

Firm News | June 6, 2024

SEC Successfully Prosecutes Novel “Shadow Trading” Theory at Trial

Reed Brodsky, Michael Nadler, Mark Schonfeld, Benjamin Wagner and David Woodcock are the authors of "SEC Successfully Prosecutes Novel “Shadow Trading” Theory at Trial" [PDF] published by Insights: The Corporate & Securities Law Advisor in its June 2024 issue.

Article | May 24, 2024

SEC Action Highlights Risks for Investment Advisers Sharing Legal Expenses with Fund Clients

This action highlights the need for investment advisers to exercise caution when contemplating any situation in which legal fees will be shared with clients.

Client Alert | May 13, 2024

SEC Successfully Prosecutes Novel “Shadow Trading” Theory at Trial

The government successfully argued that trading in the securities of one company based upon material nonpublic information about a separate company (in whose securities the defendant does not trade) can nevertheless violate the federal securities laws.

Client Alert | April 10, 2024

2023 Year-End Securities Enforcement Update

Our lawyers provide their 2023 year-end securities enforcement update.

Client Alert | February 6, 2024

Using Data Analytics and Artificial Intelligence for Public Disclosures

Our lawyers describe how companies can harness data analytics technology to enhance compliance around their corporate financial and sustainability disclosures.

Client Alert | January 17, 2024

Second Circuit Limits SEC Disgorgement – Decision Puts Remedy in Question in Wide Range of Cases

The U.S. Court of Appeals for the Second Circuit has held that the Securities and Exchange Commission (SEC) is not entitled to disgorgement unless it can show that the allegedly defrauded investors suffered financial harm.

Client Alert | November 16, 2023

Analysis of SEC’s 2024 Exam Priorities for Private Fund Advisers

Our lawyers analyze the U.S. Securities and Exchange Commission (SEC) 2024 exam priorities for private fund advisers.

Client Alert | November 2, 2023

New Initiatives Will Advance Corporate Biodiversity Reporting

Dallas partner David Woodcock and Washington, D.C. associate Maria Banda are the authors of "New Initiatives Will Advance Corporate Biodiversity Reporting" published by Law360 on October 25, 2023. 

Article | October 26, 2023

ESG And The Board: Avoiding Risky Business

Dallas partner David Woodcock is author of "ESG And The Board: Avoiding Risky Business" [PDF] published by The Corporate Board September 2023.

Article | September 20, 2023

2023 Mid-Year Securities Enforcement Update

The Securities and Exchange Commission’s Division of Enforcement is continuing to maintain its aggressive, heightened enforcement agenda.

Client Alert | August 7, 2023

SEC Adopts New Rules on Cybersecurity Disclosure for Public Companies

Our lawyers summarize the U.S. Securities and Exchange Commission’s new rules on cybersecurity disclosure for public companies.

Client Alert | July 31, 2023

Another Step in Seeking to Broaden the Scope of Public Company Audits: The PCAOB Proposes an Expansive Non-Compliance Standard

Our lawyers summarize the 140-page auditing standard proposed by the Public Company Accounting Oversight Board and review the objections of the two Board members who dissented from the proposal based on a range of concerns, including that it would unduly expand the scope of the public company audit.

Client Alert | June 12, 2023

Gibson Dunn Earns 108 Top-Tier Rankings in Chambers USA 2023

In its 2023 edition, Chambers USA awarded Gibson Dunn 106 first-tier rankings, of which 36 were firm practice group rankings and 70 were individual lawyer rankings.

Firm News | June 1, 2023

How to Stay on Top of Cybersecurity Disclosures as SEC Ramps Up Enforcement

Writing for Legaltech News, Stephenie Gosnell Handler, David Woodcock and Vivek Mohan discuss how companies need to not only manage cybersecurity risks and prevent attacks, but also respond to them with proper disclosures.

Client Alert | May 9, 2023

Supreme Court Holds That Federal District Courts Have Jurisdiction To Hear Structural Challenges To FTC And SEC

The U.S. Supreme Court held today in two related cases that federal district courts have jurisdiction to resolve constitutional challenges to the structure or existence of the Federal Trade Commission and the Securities and Exchange Commission.

Client Alert | April 14, 2023

Webcast: 2022 Year-End FCPA Update

In this webcast, Gibson Dunn attorneys provide an overview of the FCPA developments and emerging trends from 2022 and discuss current and anticipated areas of focus for 2023.

Webcasts | March 28, 2023

Eleven Gibson Dunn Attorneys Named in 2023 Lawdragon 500 Leading U.S. Energy Lawyers

Eleven Gibson Dunn attorneys were named among Lawdragon’s 2023 500 Leading U.S. Energy Lawyers.

Firm News | March 17, 2023

Gibson Dunn Distressed Banks Resource Center

Gibson Dunn has created a Distressed Banks Resource Center to provide resources and regular updates to our clients on recent bank failures.

Client Alert | March 14, 2023

Distressed Bank Update – A New Paradigm

Gibson Dunn's lawyers present the latest updates on news about distressed banks.

Client Alert | March 14, 2023

How To Keep Up With The SEC’s Breakneck Rulemaking Pace

Dallas partner David Woodcock, Denver of counsel Timothy Zimmerman and Los Angeles associate Eitan Arom are the authors of "How To Keep Up With The SEC's Breakneck Rulemaking Pace" published by Law360 on March 7, 2023. 

Article | March 8, 2023

Former ExxonMobil Counsel David Woodcock Joins Gibson Dunn in Dallas

Gibson, Dunn & Crutcher LLP is pleased to announce that David Woodcock has joined the firm’s Dallas office as a partner.

Press Releases | February 6, 2023

2022 Year-End Securities Enforcement Update

Gibson Dunn's lawyers tackle the important issues in securities enforcement in 2022.

Client Alert | February 2, 2023

SEC Approves New Insider Trading Rules

Gibson Dunn lawyers discuss the Securities and Exchange Commission's recent adoption of final rules on the affirmative defense to insider trading liability and new disclosures related to insider trading.

Client Alert | December 16, 2022

Rule 10b5-1: Change Is Coming to the Insider Trading Regime – Or Is It Already Here?

Our lawyers review proposed amendments by the Securities and Exchange Commission to Rule 10b5-1, which are meant to address potential abuses of the current insider trading regime.

Client Alert | November 28, 2022

Gibson Dunn Promotes 37 Lawyers to Partnership

Gibson, Dunn & Crutcher LLP has elected 37 lawyers to its partnership, effective January 1, 2023.

Press Releases | November 15, 2022

How Much Information Should Cos. Share With Auditors

Denver partner Monica Loseman and associate Timothy Zimmerman and Washington, D.C. of counsel David Ware are the authors of "How Much Information Should Cos. Share With Auditors" published by Law360 on October 13, 2022.

Article | October 14, 2022

2022 Mid-Year Securities Enforcement Update

Our 2021 Year-End Review, noted the Division of Enforcement under this Administration had outlined its vision of aggressive, heightened enforcement through an escalation of existing remedies. The first half of 2022 reflected the Enforcement Division pursuing the playbook as forecasted.

Client Alert | August 11, 2022

SEC Files First Insider Trading Action Alleging Crypto Assets Are Securities

On July 21, 2022, the Securities and Exchange Commission filed an insider trading case alleging for the first time that an employee’s alleged tipping of material nonpublic information for purposes of trading crypto assets constitutes securities fraud.

Client Alert | July 26, 2022

Gibson Dunn Earns 101 Top-Tier Rankings in Chambers USA 2022

In its 2022 edition, Chambers USA awarded Gibson Dunn 101 first-tier rankings, of which 37 were firm practice group rankings and 64 were individual lawyer rankings. Overall, the firm earned 348 rankings – 104 firm practice group rankings and 244 individual lawyer rankings.

Firm News | June 1, 2022

SEC Proposes Rules to Align SPACs More Closely with IPOs

On March 30, 2022, the U.S. Securities and Exchange Commission, by a three-to-one vote, issued a press release announcing proposed new rules intended to enhance disclosure and investor protections in initial public offerings by special purpose acquisition companies and in subsequent business combinations between SPACs and private operating companies.

Client Alert | April 6, 2022

Federal Court Imposes Penalties on Former CEO and Large Shareholder of Pharmaceutical Company for Alleged Antitrust Violations

On January 14, 2022, a federal court in New York issued its decision in Federal Trade Commission v. Shkreli, holding that Martin Shkreli, the former head of Vyera Pharmaceuticals, violated federal and state antitrust laws by allegedly interfering with the entry of generic competition for Vyera’s drug Daraprim.

Client Alert | January 25, 2022

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