On March 27, 2019, the U.S. Supreme Court, in Lorenzo v. SEC, No. 17-1077 (2019), held that dissemination of false or misleading statements with intent to defraud violates Rules 10b–5(a) and (c) under the Securities Exchange Act of 1934.
Read MoreOn March 20, 2019, the Securities and Exchange Commission (SEC) adopted amendments to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies. The amendments, consistent with the SEC’s mandate under the Fixing America’s Surface Transportation (FAST) Act, are based on recommendations in the staff’s FAST Act Report as well as a broader review of the Commission’s disclosure rules.
Read MoreThe recent SEC enforcement action against Volkswagen AG and its former CEO illustrates the securities law consequences of operational wrongdoing. As described by the SEC, from at least 2007 through 2015, Volkswagen sold “clean diesel” cars while concealing their emissions problems through use of an undisclosed defeat device.
Read MoreThe recent settled SEC enforcement action, and related criminal proceeding resolved with a deferred prosecution agreement, against Lumber Liquidators is a reminder of the need for accurate and complete disclosure even when responding to adverse publicity that can harm the company.
Read MoreOn February 6, 2019, the SEC staff issued two new identical C&DIs that apply to Item 401 of Regulation S-K, Question 116.11, and Item 407 of Regulation S-K, Question 133.13. The new interpretation provides guidance on disclosure when a director or a director nominee voluntarily provide self-identified diversity characteristics, such as their race, gender, ethnicity, religion, nationality, disability, sexual orientation, or cultural background, and the director or nominee has consented to disclosure of these diversity characteristics.
Read MoreAs discussed in more detail in our QuickStudy (available here), on August 17, 2018 the Securities and Exchange Commission (the “SEC”) adopted numerous amendments to its disclosure requirements that were intended to simplify compliance for issuers by eliminating certain redundant, overlapping, outdated or superseded disclosure requirements (the “Disclosure Simplification Rules”).
Read MoreOn June 28, 2018, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments to the definition of “smaller reporting company” (“SRC”) in order to expand the number of companies that qualify for certain existing scaled disclosure accommodations (the “Amendments”).1
Read MoreMuch has already been written about the SEC’s enforcement action involving Yahoo’s failure to adequately disclose a cyberbreach.1 I am writing about something that the SEC’s announcement and order did not address and therefore has not been written about.
Read MoreOn February 21, 2018, the Securities and Exchange Commission (the SEC) issued interpretative guidance to assist public companies in preparing disclosures about cybersecurity risks and incidents.1
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