On January 27, 2025, US Securities and Exchange Commission Commissioner Hester Peirce gave the keynote address at the Northwestern Securities Regulation Institute in which she offered her personal views on how public companies and, to some extent, the SEC in working with public companies might move away from “importing politics and contentious social issues” into
Securities Enforcement
SEC Office of the Investor Advocate Report
The Securities and Exchange Commission’s Office of the Investor Advocate recently released its Report on Activities for the Fiscal Year 2024 to Congress. The Securities Exchange Act of 1934 requires the Investor Advocate to file two reports annually with Congress. The Office is mandated to assist retail investors, identify problems that investors may have, analyze…
SEC Division of Examinations Announces 2025 Exam Priorities
Priorities Include Artificial Intelligence and Other Emerging Technologies, Complex Products, Reg BI, Cybersecurity, Outsourcing, Private Funds and Compliance with New and Amended SEC Rules
On October 21, 2024, the Division of Examinations (the “Division”) of the U.S. Securities and Exchange Commission (“SEC”) released its examination priorities for fiscal year 2025 (which started October 1, 2024).
SEC Enforcement Sweep Brings Actions for Delinquent Ownership Reports
On September 25, 2024, the Securities and Exchange Commission announced the settlement of twenty-one enforcement actions related to untimely reports required by Section 13(d) or 13(g) of the Securities Exchange Act, Section 16(a) of the statute, or some combination of the provisions. The twenty-three respondents in the proceedings included thirteen firms, several of which are…
SEC Charges Company with Misleading Recyclability Claims
In September 2024, the Securities and Exchange Commission charged a consumer products company (the “Company”) with having made inaccurate claims regarding the recyclability of its single-use coffee pods. The SEC found that the company violated Section 13(a) of the Securities Exchange Act of 1934 and Rule 13a-1, which require companies to file accurate reports.
According…
Broker-Dealer’s Failure to Comply with Regulation Best Interest’s Compliance Obligation is a Willful Violation of the General Obligation
A broker-dealer (the “Dealer”) entered into a cease-and-desist order with the Securities and Exchange Commission for failing to maintain and enforce written policies and procedures reasonably designed to achieve compliance with the Compliance Obligation of Regulation Best Interest (“Reg BI”), thus willfully violating the General Obligation of Reg BI.
The Dealer had written policies in…
SEC Settles Reg BI Case Against California Broker-Dealer
On July 31, 2024, the Securities and Exchange Commission (“SEC”) announced that it agreed to settle allegations that a California-based broker-dealer sold in excess of $13 million in “L bonds,” a speculative, unrated debt security, to retail customers with lower risk profiles. The settlement of this case is notable because it was the SEC’s first…
SEC Charges Company for Allegedly Deficient ATM Disclosures
On June 25, 2024, the Securities and Exchange Commission (the “SEC”) charged an advanced materials company and its former executive officers with market manipulation, fraud and other securities law violations. The charges related to the alleged artificial inflation of the price of the company’s shares and the issuance and sale of shares through the company’s…
SEC Risk Alert: Staff Assessment of Risks, Scoping of Examinations, and Requesting of Documents
The Division of Examinations (the “Division”) of the Securities and Exchange Commission (“SEC”) recently issued a Risk Alert (the “Risk Alert”) to SEC-registered broker-dealers providing insight and additional information regarding the Division’s exam process, along with an appendix describing the types of documents and information that may be requested and reviewed during an exam. As…
Supreme Court Holds That SEC In-House Courts Cannot Adjudicate Enforcement Actions Seeking Civil Penalties For Securities Fraud Violations
SEC v. Jarkesy, No. 22-859
Introduction: In a decision with significant, wide-ranging consequences for federal agency enforcement authority, the Supreme Court today held that the Seventh Amendment bars the Securities and Exchange Commission (SEC) from using in-house administrative adjudications to impose civil penalties for securities-fraud violations. Those actions must be brought in federal court…