Category: SEC enforcement

Considering Texting About Work? Beware.

As the rise in remote work has led to an increased reliance on mobile devices to stay connected – with cellphones at our fingertips virtually 24/7 – the use of third-party messaging applications to communicate about work has become commonplace. From WhatsApp to Telegram, corporate executives, financial services professionals and […]

Buyer (and Seller) Beware: SEC Adopts Final Rules on 10b5-1 Trading Plans

The Securities and Exchange Commission has long focused on pursuing potential insider trading violations, and its recent enforcement efforts serve as a stark reminder that the Commission has made insider trading cases a priority. Consistent with these efforts, on December 14, 2022, the SEC unanimously voted at an open meeting […]

The ‘State’ of Delaware

At the Berkeley Fall Forum on Corporate Governance in November 2022, Cooley partner Sarah Lightdale and University of California, Berkeley professor Stavros Gadinis co-moderated a panel with Chancellor Kathaleen St. J. McCormick and Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery, where they discussed notable developments in […]

SEC’s Proposed Rules Highlight Continued Focus on Cybersecurity

On March 9, 2022, the Securities and Exchange Commission (“SEC”) proposed new rules which, if adopted, would require public companies to promptly disclose material cybersecurity incidents and, more generally, to provide more detailed disclosures regarding cybersecurity risk management, strategy, and governance practices. The rules – the latest in a series […]

Whistleblower Complaints and Rewards Explode Worldwide

What you need to know Since the onset of the COVID-19 pandemic, the number of whistleblower complaints received by regulators has exploded on both sides of the Atlantic. On November 15, 2021, the US Securities and Exchange Commission (SEC) reported that it paid out more in whistleblower awards in fiscal […]

SEC Enforcement Director Sets Aggressive Tone

Gurbir Grewal, the recently-appointed Director of the Securities and Exchange Commission’s Division of Enforcement, comes from a law enforcement background.  Before joining the SEC, he served as New Jersey Attorney General, where he presided over cases against prominent companies alleging violations of state environmental law.  Before that, he served as […]

Pleading Bad Faith Against Special Committee Members: A New Trend?

Special committees, by design, are created to address conflicts and to insulate the board of directors from liability for the very conflicts that may invite judicial scrutiny of the fairness of the board’s decision. A well-functioning special committee will also mitigate the risk of personal liability for a company’s fiduciaries, […]

DOJ Increases Efforts to Combat Cyber Breaches by Targeting Government Contractors

The US Department of Justice is increasing its arsenal to pursue cyber-related fraud by government contractors and grant recipients. The program, called the “Civil Cyber-Fraud Initiative,” was announced by Deputy Attorney General Lisa Monaco on Wednesday. The initiative – along with other recent steps taken by the federal government – […]

SEC Charges Alternative Data Provider With Misrepresenting Data Sources

What happened Last week the SEC brought securities fraud charges against App Annie and its co-founder and former CEO and Chairman Bertrand Schmitt for engaging in deceptive practices and making material misrepresentations about how App Annie’s alternative data was derived. App Annie and Schmitt agreed to pay $10 million and […]

SEC Enforcement Targets Cybersecurity Disclosures Again

Securities and Exchange Commission Chairman Gary Gensler has pledged to bring a renewed focus to robust enforcement of the federal securities laws. As we observed in a recent blog post, under Chairman Gensler and Director Gurbir Grewal, the SEC’s Division of Enforcement will be more aggressive in several arenas—including public […]