The SEC issued enforcement orders against three companies for including terms in their employment and separation agreements that violated Rule 21F-17(a) of the Securities Exchange Act of 1942, commonly known as the whistleblower protection rule. The rule prohibits any action that impedes an individual from communicating directly with SEC staff about a possible securities law violation ...
On September 11, 2023 the SEC announced settled Administrative Proceedings with nine investment advisers for advertising hypothetical performance to the general public on their websites without adopting and/or implementing policies and procedures required by the Marketing Rule. In addition, two of the investment advisers failed to maintain required copies of their advertisements ...
On July 28, 2020, the SEC announced a pair of settled administrative actions against Houston-based VALIC Financial Advisors (VFA). In the first action, the SEC charged VFA with failing to disclose that its parent company paid a for-profit entity owned by a Florida teacher’s union to promote VFA to Florida teachers. The second action involved VFA’s wrap fee arrangements with clients ...
On April 17, 2024 the Securities and Exchange Commission (“SEC”) Division of Examinations (the “Division”) issued a Risk Alert regarding investment advisers’ compliance with amended Investment Advisers Act Rule 206(4)-1 (the “Marketing Rule”) ...
On September 9, 2022, the Securities and Exchange Commission (SEC) announced its latest efforts to assert control over and regulate the Web3 ecosystem – an Office of Crypto Assets. This new office will be housed within the Division of Corporation Finance's Disclosure Review Program (DRP), which has historically been the source of focused review of issuer filings. Once officially established later this fall, the office will join the seven existing offices of the DRP ...
In her speech to the Principles for Responsible Investment and the London Stock Exchange Group, SEC Commissioner Allison Herren Lee made it clear that a climate change disclosure proposal is no longer a question of if, but when and provided some hints about what the proposal will look like. After remarking that “[c]limate change is . . ...
The United States Securities and Exchange Commission (SEC) recently updated its Compliance and Disclosure Interpretations (CDI) to confirm that its recent orders extending the due date for SEC filings by up to 45 additional days in light of COVID-19 pandemic are applicable to the incorporation by reference of disclosure into Part III of Form 10-K. (Additional information on the prior orders is available here and here ...
In recent public speeches and correspondence, senior officials at the Securities and Exchange Commission (the “SEC”) have provided details regarding an examination strategy that will be applied to newly-registered investment advisers.1 Under this strategy, a new registrant may be subject to examination by the SEC as early as this coming fall. Accordingly, newly-registered advisers should be proactive and prepare to respond to SEC document and information requests ...
The SEC’s Office of Compliance Inspections and Examinations (OCIE) yesterday issued a Risk Alert reporting its findings from cybersecurity examinations of registered broker-dealers and investment advisers and stated that it will continue its focus on cybersecurity in 2015 through risk-based examinations. OCIE revealed that most of the examined firms had experienced some type of cyber-attack, primarily through malware and fraudulent emails ...
The Securities and Exchange Commission (the “SEC”) and the Commodity Futures Trading Commission (the “CFTC”) recently adopted new rules (the “Rules”) under the Investment Advisers Act of 1940 (the “Advisers Act”), and the Commodity Exchange Act (the “CEA”) that will require registered investment advisers with at least $150 million in private fund assets under management to file Form PF with the SEC ...
On November 19, 2020, the Securities and Exchange Commission (SEC) voted 3-2 to adopt additional amendments to Regulation S-K for public companies, including Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A). These amendments reflect the latest development in the SEC’s ongoing disclosure effectiveness initiative, which seeks to modernize and streamline public company disclosure requirements ...
On August 26, 2020, the Securities and Exchange Commission (SEC) adopted long anticipated amendments to the “accredited investor” definition. The SEC said that the amendments are intended to update and improve the definition to identify more effectively investors that have sufficient knowledge and expertise to participate in securities offerings that are not registered under the Securities Act of 1933 ...
The U.S. Securities and Exchange Commission (SEC) has adopted several significant amendments affecting disclosure requirements under Items 101, 103 and 105 of Regulation S-K and also expanded the definitions of “Accredited Investor” and “Qualified Institutional Buyer” under Rule 501(a) and Rule 144A, respectively. As SEC Chairman, Jay Clayton, announced in the press release, Items 101, 103 and 105 have not undergone significant revisions in over 30 years ...
SEC Adopts New Rules Governing Disclosure of Non-GAAP Financial Measures and Amendments to Form 8-K Relating to Earnings Releases and Other Financial Disclosures
On November 2, 2020, the Securities and Exchange Commission voted to harmonize, simplify, and improve the current tangled framework for exempt securities offerings, a move intended to promote capital formation and expand investment opportunities while preserving or improving important investor protections. Under SEC requirements, all securities offerings must be either registered with the SEC or qualify for an exemption from registration ...
Prior to the entry into force of the FDI Screening Regulation on 11 October 2020, there was no EU-wide formalized cooperation among the Member States and the European Commission on these matters. In the EU, the European Commission’s strong expectation is that all 27 EU Member States will put national FDI screening mechanisms in place. A national screening mechanism in all 27 Member States serves to safeguard all individual Member States against potentially risky foreign investments ...
On March 21, 2023, the Supreme Court of the United States heard oral argument in Abitron Austria GmbH, et al. (“Abitron et al.”) v. Hetronic International, Inc. (“Hetronic”)[i] on an issue it has not squarely addressed in seven decades: the extraterritorial reach of the Lanham Act, the comprehensive trademark statute in the United States ...
The United States Supreme Court will soon decide whether public officials may be liable for blocking constituents on social media. On October 31, 2023, the Court heard oral argument in O’Connor-Ratcliff v. Garnier[i] and Lindke v. Freed,[ii] cases in which local school board officials and a city manager, respectively, are alleged to have blocked constituents from commenting on, or viewing, public social media accounts used for both government business as well as personal affairs ...
Reflecting on Scottish Housing Day's theme of sustainability for this year, we consider the balancing act faced by developers in dealing with an ever changing set of challenges in their drive to Net Zero. Scottish Housing Day 2022 shines a spotlight on sustainable housing ...
The Court has now issued its written decision. This provides further analysis and confirms the position that we previously reported. Parties represented The Scottish Environment Protection Agency, Scottish Natural Heritage, East Ayrshire and South Lanarkshire Councils and the Lord Advocate on behalf of the Scottish Ministers were all represented at the hearing ...
Judges sitting in the Inner House of Scotland’s supreme civil court, the Court of Session, will no longer wear wigs and judicial robes when hearing civil appeals. Where this is the case the court will not insist that counsel should appear with wig and gown or that solicitors with rights of audience should appear with gowns. Where the court intends to wear wigs and judicial robes, for example at ceremonial sittings, practitioners will be informed accordingly ...
Sheelagh Cooley, real estate partner at Shoosmiths, comments on the successful Scottish green freeport bids - Inverness and Cromarty Firth Green Freeport and Forth Green Freeport. The Scottish and UK governments have announced Scotland’s first Green Freeports ...
The Scottish financial sector has always punched above its weight due, in large part, to its appetite for innovation and sharp business acumen, which it has successfully exported around the globe. The successful early establishment in Scotland of current account banking and the investment trust speak to this, along with the undisputed influence of the Scottish diaspora, which established many of the great financial institutions from Paris to Hong Kong ...
