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Supreme Court's Ruling in Goldman Sachs Leaves Open a Path for Securities Fraud Claims Based on Generic ESG Statements
In April, we analyzed whether a corporation’s purely generic public statements on environmental, social and governance (“ESG”) issues could form the basis of a subsequent securities fraud action. At the time, we identified a case pending before the United States...
Prepare For More Financial Scrutiny Ahead
Article originally published on StrategicCFO360 CFOs already grappling with the impact of the coronavirus pandemic and uncertainty about its impact on labor, real estate and other long-term costs will have several new challenges to consider in the coming year. SEC...
SEC Underscores ESG Disclosure and Compliance Priorities
Since announcing the creation of its Climate and ESG Task Force on March 4, 2021 , the Securities and Exchange Commission has continued to emphasize that environmental, social and governance (ESG) issues will take center stage disclosure and enforcement priorities...
COVID, Climate Change and ESG – The Future of Disclosures, SEC Enforcement, and Securities Litigation
There can be no doubt 2021 is already shaping up to be a watershed year, including on the SEC enforcement and securities litigation fronts. Pressure from all directions has been coalescing to drive change in the way companies report information...
New PPP Rules Governing M&A Transactions
The Small Business Administration issued long-awaited rules governing lender and borrower obligations when there is a change in ownership of an entity that has received a Paycheck Protection Program (“PPP”) loan. The new guidance, issued on October 2, 2020, eliminates...
Second Circuit Upholds Regulation BI
As we reported in a previous alert, Regulation Best Interest (“Regulation BI”) was recently challenged in the Second Circuit by seven states and the District of Columbia, as well as two groups of investment advisors. On Friday, June 26, 2020...
The Supreme Court Affirms, but Limits, the SEC's Disgorgement Power
On June 22, 2020, the Supreme Court of the United States issued its decision in Liu v. SEC further limiting the SEC’s remedial powers. While the Court affirmed the SEC’s ability to obtain disgorgement for violations of federal securities laws...
Regulation BI Challenged in Second Circuit
As we reported in a previous alert , the SEC and FINRA recently confirmed that Regulation Best Interest (“Regulation BI”) will go into effect on the scheduled compliance date of June 30, 2020, despite the impact of the COVID-19 outbreak...
Despite COVID-19, SEC and FINRA Maintain Regulation BI Compliance Date
Although the SEC has been granting regulatory relief in a number of areas as a result of the COVID-19 outbreak, its Office of Compliance, Inspections and Exams (OCIE) confirmed in a recent Risk Alert that Regulation Best Interest (“Regulation BI”)...
Regulating Broker-Dealers at a (Social) Distance: FINRA Provides COVID-19 Business Continuity Planning Guidance and Regulatory Relief
In just a short period of time, the COVID-19 pandemic has triggered a revolution in how we live our lives and do our jobs. These changes have extended to the regulation of the financial industry. While FINRA emphasizes that it...
Broad U.S. Discovery Now Available in Foreign Arbitrations
In a decision that may significantly increase access to domestic discovery in foreign arbitration proceedings, the United States Court of Appeals for the Sixth Circuit ruled on September 19 that courts may order individuals and entities within the United States...
Lorenzo v. Securities and Exchange Commission: "Maker" or "Messenger"? It Doesn't Matter
On March 27, 2019, the Supreme Court of the United States issued its decision in Lorenzo v. Securities and Exchange Commission , 587 U.S. ___ (2019) curtailing any meaningful distinction between liability of a statement maker and a statement’s messenger...
In Securities Case, U.S. Supreme Court Curbs Successive Class Actions
Last week, the United States Supreme Court reigned in plaintiffs’ ability to file new class action suits outside the statute of limitations. The Court decided in China Agritech that, following denial of class certification, a putative class member may not...
Shareholders Seeking Books and Records Must Demonstrate Credible Basis to Infer Wrongdoing
On February 2, 2017, the Delaware Court of Chancery reaffirmed that shareholders seeking to inspect the books and records of Delaware corporations must demonstrate a credible basis to infer corporate wrongdoing. Accusations based on mere "suspicion and curiosity" will not...
President Trump Takes First Steps On Dodd-Frank Reform
Today, the Trump Administration took initial action toward Dodd-Frank reform. President Trump signed two Presidential actions—one Executive Order regarding the Dodd-Frank Act more broadly, and one Presidential Memorandum regarding the “Fiduciary Rule.” The first action is an Executive Order that...