The SEC announced on February 3, 2023 a settled enforcement action against Activision Blizzard, Inc. finding that it failed to have adequate controls for reporting widespread workplace misconduct to management and used separation agreements for employees that impeded whistleblowing in violation of SEC rules.
Read MoreOn July 29, 2021, both the SEC and the U.S. Attorney for the Southern District of New York announced charges against Trevor Milton, the founder, former CEO and former executive chairman of Nikola Corporation, a company engaged in the development of electric trucks. The complaint and indictment allege a series of misleading and inaccurate public statements by Milton on social media and elsewhere leading up to and after the company’s merger with a special purpose acquisition company (SPAC) through which Nikola became a public company, which included related private placements (PIPEs).
Read MoreIn a settled enforcement action against Under Armour Inc. announced on May 3, 2020 the SEC reminded companies that managing earnings, even if accounted for correctly, can have MD&A implications triggering disclosure obligations. According to the SEC order, Under Armour, in order to meet analyst projections and sustain its 20% quarter over quarter revenue growth record, pressured customers to move purchases forward into the current quarter, and did this for a number of consecutive quarters.
Read MoreThe SEC’s Division of Enforcement announced on April 29, 2021 settled enforcement actions against eight companies for failure to adequately disclose the reasons for their inability to timely file their Form 10-Ks or Form 10-Qs when filing a Form 12b-25 (commonly known as “Form NT”) to extend the time to file those reports.
Read MoreIn a settled enforcement action,[1] the Securities and Exchange Commission reminded private equity firms and registered investment advisors of their obligation to implement and enforce compliance procedures, in particular procedures to prevent the misuse of material non-public information.
Read MoreThe Securities and Exchange Commission (“SEC”) adopted Regulation FD (Fair Disclosure) in 2000 to help level the playing field among market participants by proscribing the selective disclosure of material nonpublic information. Regulation FD has had a profound impact on public company communications practices and public disclosures.
Read MoreIn a recent settled enforcement, the SEC provided an important lesson on required public disclosures.[1] The SEC charged that Facebook disclosed misuse of its user data as a potential or hypothetical risk, even though the company knew that user data had actually been misused.
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 January 29, 2019, the SEC announced settled enforcement actions against four companies for failures to maintain internal control over financial reporting (“ICFR”) as required by Section 13(b)(2)(B) of the Securities Exchange Act and Rule 13a-15 over extended periods even though in most cases material weaknesses in their ICFR were disclosed.
Read More
