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SEC Releases 2017 Examination Priorities
On January 12, 2017, the SEC’s Office of Compliance Inspections and Examinations (“OCIE”) published its 2017 examination priorities. 1 OCIE’s 2017 priorities, which largely mirror its 2016 priorities, cover three areas: (1) protecting retail investors, (2) focusing on risks specific...
Federal Regulators Unveil Proposed Cybersecurity Standards for Large Financial Firms
On October 19, 2016, federal regulators issued an Advance Notice of Proposed Rulemaking titled “Enhanced Cyber Risk Management Standards.” 1 The draft standards, jointly released by the Federal Reserve, the Federal Deposit Insurance Corporation and the Office of the Comptroller...
SEC's New Rule Requires Additional Disclosures on Form ADV
On August 25, 2016, the SEC adopted Release No. IA-4509 (the “New Rule” or the “amendments”) that amends Form ADV to increase the amount of information that registered investment advisors (“Advisors”) must disclose to the Securities and Exchange Commission (“SEC”)...
Advisory Firms Fined for Disseminating Misleading Performance Claims Made by Another Firm
On August 25, the U.S. Securities and Exchange Commission announced fines against 13 investment advisory firms for distributing false claims originally made by F-Squared Investments. In a prior SEC enforcement case, F-Squared admitted that it substantially inflated the performance of...
Second Circuit Rules that Federal Warrants Do Not Apply to Electronic Information Stored Overseas
On July 14. 2016, the Second Circuit ruled that the government cannot lawfully use a search warrant to compel access to consumer data stored by Microsoft Corporation (Microsoft) overseas. 1 In its decision, the court overturned a district court order...
New York Adopts Delaware Standard for Going-Private Transactions
On May 5, 2016, the New York Court of Appeals affirmed the dismissal of a shareholder class action and formally adopted the standard of review for going-private transactions articulated by the Delaware Supreme Court in Kahn v. M & F...
DOJ Launches FCPA Pilot Program to Promote Company Self-Reporting
In a speech delivered last Wednesday by Assistant Attorney General Leslie Caldwell, the Justice Department’s (“DOJ”) Criminal Division announced the launch of a new Foreign Corrupt Practices Act (“FCPA”) “pilot program” that encourages companies to voluntarily self-disclose FCPA-related misconduct in...
VimpelCom's Global FCPA Settlement - A Multinational Resolution
The U.S. Department of Justice (DOJ), the U.S. Securities and Exchange Commission (SEC) and the Public Prosecution Service of the Netherlands (OM) announced a coordinated criminal and civil Foreign Corrupt Practices Act (FCPA) resolution with VimpelCom, a Dutch telecommunications company...
Two Recent Delaware Decisions Further Illustrate The Scope Of Section 220 Discovery
Two recent Delaware Court of Chancery decisions demonstrate that narrow statutory standards continue to govern access to corporate books and records pursuant to Section 220 of the Delaware General Corporation Law. In the wake of Wal-Mart Stores, Inc. v. Indiana...
Obtaining Diminution in Value Damages for Seller Misrepresentations in M&A Agreements: New Ruling in the Southern District of New York
On September 28, 2015, the U.S. District Court for the Southern District of New York issued an Opinion and Order (the Opinion) in favor of our client, Stanley Black & Decker, Inc. (SB&D), in its litigation arising from SB&D’s indemnity...
SEC Announces First Cybersecurity Enforcement Action Against an Investment Adviser for Failure to Protect Client Data
On September 22, 2015, the Securities and Exchange Commission (SEC) announced its first cybersecurity-related enforcement action against an investment adviser for failure to protect customer records and information. According to the settlement, R.T. Jones Capital Equities Management, Inc. (R.T. Jones)...
DOJ: Companies, Serve Up Your Executives!
On September 9, 2015, the Department of Justice (“DOJ”) issued an internal memorandum regarding individual accountability for corporate wrongdoing. The memo, authored by Deputy Attorney General Sally Quillian Yates, is aimed at leveraging DOJ “resources to identify culpable individuals at...
Delaware Court Holds Interested Directors Liable for "Fairer Price" In Going Private Transaction
In one of the largest ever M&A-related recoveries for shareholders, Vice Chancellor J. Travis Laster ordered Dole Food Company, Inc.’s Chairman and CEO, David Murdock, and Dole’s former President, COO and General Counsel, C. Michael Carter, to pay $148 million...
SEC Issues New Guidance on Cybersecurity for Investment Companies and Investment Advisors
On April 28, 2015, the SEC's Division of Investment Management released a Guidance Update providing cybersecurity guidance for investment companies and investment advisors (firms). 1 The SEC has prioritized cybersecurity as a critical issue for such firms, especially for those...
Delaware Supreme Court Clarifies Pleading Standard For Claims Against Independent Directors
Yesterday, in In re Cornerstone Therapeutics, Inc. Stockholder Litigation , the Supreme Court of Delaware held that plaintiffs seeking monetary damages against disinterested, independent directors must plead facts sufficient to support an inference that the directors engaged in a non-exculpated...