Tag Archives: SEC

Deadline approaching for public companies to adopt Dodd-Frank clawback policies

By Greg Daugherty and Rich Helmreich on September 20, 2023

This summer, the Securities and Exchange Commission (SEC) approved final Dodd-Frank clawback policy listing requirements for both the NYSE (NYSE Listed Company Manual Section 303A.14) and Nasdaq (Nasdaq Listing Rule 5608). The listing standards provide that these compensation recovery policies apply to compensation received on or after Oct. 2, 2023, but listed companies have until … Continue Reading

House votes to expand access to accredited investor status

By Porter Wright on June 15, 2023

hand counting money representing accredited investor

Legislation aimed at increasing access to investment opportunities for all individuals regardless of their income or wealth level passed the House recently on May 31, 2023. H.R. 2797, or, the Equal Opportunity for All Investors Act of 2023, shares the name of a similar bill that never made it past the House after its introduction … Continue Reading

Reminder: SEC exhibit hyperlink and format rules become effective Sept. 1, 2017

By Porter Wright on August 23, 2017

Effective for filings on and after Sept. 1, 2017, registrants will be required to include a hyperlink to each exhibit identified in the exhibit index of periodic reports, current reports and registration statements. For registration statements, the rule applies to the initial registration statement, and to each subsequent pre-effective amendment. The SEC adopted the final … Continue Reading

Learning from Yahoo!’s missteps: Meeting SEC disclosure obligations after a cyber-attack

By Porter Wright on August 4, 2017

In July 2016, Verizon announced it would buy Yahoo! for an unprecedented $4.83 billion. Several months later, Yahoo! disclosed two massive data breaches that affected 1.5 billion people, threatening to scuttle the agreement. Although Verizon recently finalized the acquisition, the hack forced Yahoo! to accept a $350 million reduction in purchase price. Within the last … Continue Reading

Diverse companies receive SEC approval to raise funds with Regulation A+

By Porter Wright on December 10, 2015

The SEC has approved 12 Regulation A+ offerings (and about 40 initial Form 1-A filings have been made) since the new Regulation A+ rules became effective in June. The companies now raising money under Regulation A+ include a dental device manufacturer, technology companies, an automaker, a cannabis company and a bank. Regulation A+ allows private companies … Continue Reading

SEC Brings Civil Charges Against Cohen, Asks For Ban

By Porter Wright on July 22, 2013

Friday afternoon, the Securities and Exchange Commission (“SEC”) announced that it filed charges against Steven Cohen, manager of SAC Capital Advisors (“SAC Capital”), for failing to adequately supervise his employees and ignoring signs of suspicious trading activity. Cohen is alleged to have missed warning signs that “any reasonable hedge fund manager” should have seen, though the … Continue Reading

District Court Vacates Resource Extraction Issuer Payment Disclosure Rules; May Foreshadow Ruling on Conflict Minerals Challenge

By Porter Wright on July 3, 2013

On July 2, 2013, the United States District Court for the District of Columbia (the “Court”) vacated Securities and Exchange Commission (“SEC”) Rule 13q-1 (the “Rule”), which required certain companies to disclose payments made to foreign governments in connection with the commercial development of oil, natural gas or minerals. The Court found that (i) the … Continue Reading

Zillow, Inc. To Use Twitter For Earnings Call

By Porter Wright on April 25, 2013

The real estate website company Zillow, Inc. announced it would use Twitter and Facebook to field questions on its first quarter earnings call. The company claims that it is the first to take questions in this manner, but will continue to take questions in the traditional way – from those dialed into the call. This … Continue Reading

SAC Capital: SEC Shatters Record for Largest Insider Trading Fine

By Porter Wright on March 26, 2013

Last week, the SEC reached a settlement with CR Intrinsic Investors, LLC, which tore up the record books on insider trading cases. CR Intrinsic, an affiliate of SAC Capital, agreed to pay over $600 million to settle charges of using nonpublic information about clinical pharmaceutical trials to earn profits of over $274 million. … Continue Reading

This Week in SEC Enforcement Activity

By Porter Wright on March 15, 2013

State of Illinois Charged With Misleading Muni Bond Investors The SEC charged the state of Illinois with failing to inform municipal bond investors of potential issues with its pension funding plan. The state failed to disclose that its pension obligations were at risk of “structural underfunding” issues associated with the state’s statutory funding plan, and misrepresented … Continue Reading

SEC Enforcement Activity: March 4-8

By Porter Wright on March 8, 2013

Mark Cuban Insider Trading Case Set For Trial Mark Cuban, the charismatic owner of the NBA’s Dallas Mavericks, lost his attempt to dismiss the SEC’s insider trading case against him, sending it to trial. The district court judge in Dallas said the ruling was “in some respects a close one.” Mr. Cuban is charged in connection with … Continue Reading

SEC Publishes Handbook For Foreign Issuers: “Accessing U.S. Capital Markets”

By Porter Wright on February 27, 2013

This month the SEC released a handbook for foreign companies interested in registering and issuing securities on U.S. exchanges. The handbook, titled “Accessing the U.S. Capital Markets – A Brief Overview for Foreign Private Issuers,” explains the eligibility requirements for “foreign private issuer” status and the unique registration and reporting rules that apply to foreign companies.… Continue Reading

SEC Enforcement Activity: Feb. 11- 15

By Porter Wright on February 18, 2013

Second Circuit Hears Oral Argument on SEC-Citigroup Settlement Last November, a federal judge in New York rejected a proposed settlement between the SEC and Citigroup in connection with charges of misleading investors at the beginning of the financial crisis. This week the Second Circuit Court of Appeals heard oral arguments in the case, which saw the … Continue Reading

SEC Enforcement Activity: Jan. 14-18

By Porter Wright on January 18, 2013

SEC Settles with Pond Securities In Market Manipulation Case Four defendants – Andreas Badian, Jeffrey Graham, Pond Securities, and Ezra Birnbaum – agreed to settle charges of market manipulation, the SEC announced this week. In a complaint filed in April 2006, the SEC alleged that the defendants manipulated the stock of Sedona Corporation and violated record-keeping … Continue Reading

SEC Enforcement Activity: Dec. 24-28

By Porter Wright on December 28, 2012

Following the short holiday week, below are notable developments in SEC enforcement activity for the week of Dec. 24-28. Insider Trading: One More Charged for IBM-SPSS Merger Scheme The SEC has charged another broker for taking part in an insider trading scheme connected to IBM’s acquisition of SPSS. Trent Martin learned of the impending merger from an … Continue Reading

SEC Enforcement Activity Round-Up

By Porter Wright on December 7, 2012

Below are notable developments in SEC enforcement activity for the week of December 3-7, 2012. Big Lots CEO Resigns Amidst SEC Inquiry The CEO of Central Ohio-based Big Lots (NYSE: BIG) is under scrutiny by the SEC surrounding his sale of over $10 million in company stock prior to a negative quarterly earnings report. Big Lots … Continue Reading

SEC Enforcement Activity Round-Up

By Porter Wright on November 30, 2012

Below are updates on notable SEC enforcement activity from the week of November 26-30, 2012: “White-Out” Firm Found Guilty Jeffrey Liskov and his firm, EagleEye Asset Management, LLC were found guilty of securities fraud by a jury in Boston. The Plymouth, MA firm was found guilty of misleading investors by misrepresenting the risks associated with investments … Continue Reading

SEC Chairman Schapiro To Retire In December; Commissioner Walter To Take Over

By Porter Wright on November 27, 2012

The SEC announced yesterday that on December 14 of this year Mary Schapiro will step down as Chairman. Chairman Schapiro took office in January 2009, making her term as chairman one of the longest in SEC history. She was appointed by President Obama in the midst of the financial crisis. Schapiro brought decades of experience … Continue Reading