Lock-up agreements are typically used in the context of a securities offering to prohibit insiders, such as directors, executive officers, and significant shareholders, from selling their shares too soon after the closing of the offering. Although the overall agreement...
In a recent development in whistleblower report handling, the U.S. Department of Justice (DOJ) announced that whistleblowers would be able to visit a DOJ web page to report information about certain types of corporate crime and, if appropriate, receive a portion...
Earlier this year, the SEC and the Financial Industry Regulatory Authority (FINRA) released their respective annual reports setting out their priorities for the year ahead, which include a clear focus on cybersecurity. Broker-dealers should strongly consider implementing...
In a recent development in the prosecution by the U.S. Department of Justice (DOJ) of the misuse of Rule 10b5-1 plans, the DOJ brought insider trading charges against an executive based on the filing of a 10b5-1 plan, which DOJ alleged was a cover for illicit trading...
Corporate whistleblowers have certain rights and procedural requirements under Sarbanes-Oxley, when reporting their complaints to the SEC or another federal regulatory agency. Use this template to draft a policy that is compliant with Sarbanes Oxley’s anti...
In SEC v. Jarkesy , 144 S. Ct. 2117 (2024), the U.S. Supreme Court held that defendants in securities fraud actions involving civil penalties are entitled to a jury trial. The SEC until this point had been trying these cases before tribunals of administrative law...
In a pair of cases, decided on June 27, 2024, the U.S. Supreme Court overturned its 1984 decision in Chevron, U.S.A., Inc. v. NRDC, Inc. The decision effectively removed the necessity, in most cases, for courts to defer to regulatory agencies’ interpretations...
The SEC has made rulemaking and enforcement a priority with respect to the artificial intelligence (AI) space. AI in public company disclosures, the incorporation of AI into advisory roles, and data protection concerns are a few of the categories of issues that...
In April 2024, FinCEN updated and expanded the Beneficial Ownership Information Reporting Frequently Asked Questions regarding the Beneficial Ownership Information Reporting Rule. Updates relate to pass-through entities, homeowners associations, trusts, and more...
Significant cybersecurity incidents are becoming more and more common across the board. More sophisticated incident responses and disclosures to regulators and investors are required. Use this checklist to help your clients plan for, and respond to, cybersecurity...
Companies engaging in a Regulation D Rule 506 offering are required to file notice with the securities regulatory agency of each relevant state. Although the states accept Form D for this purpose, there are differences among them in the amount of fees due, deadlines...
Matters of executive compensation, equity incentive plan and grant approvals, and drafting Compensation Discussion & Analysis disclosures in SEC filings are three typical functions of a public company’s compensation committee. Stock exchanges generally...
The U.S. Treasury’s Office of Foreign Assets Control (OFAC) maintains sanctions programs against listed entities or entities that have engaged in sanctioned activities. These programs prohibit U.S. offerings or offerings involving U.S. persons from engaging...
The audit committee is one of the most important committees of the board of directors of a public company. It hires and works with auditors to provide audited financial statements for securities offerings and annual reports, oversees the company’s accounting...
The U.S. Department of Justice (DOJ) has recently been emphasizing the use of data analytics in identifying and prosecuting matters relating to Foreign Corrupt Practices Act (FCPA) cases. Read this article for a description of DOJ’s historical use of data...