Introduction

In August 2000, the Securities and Exchange Commission (“SEC”) adopted Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which, among other things, established an affirmative defense to a charge of transacting in a security on the basis of material nonpublic information (“MNPI”) for trades executed pursuant to a binding arrangement entered into at a time when a person was not in possession of material non-public information about the issuer of the security or the security itself. … More

On August 25, 2022, the Securities and Exchange Commission (“SEC”) announced the adoption of amendments to rules relating to executive compensation disclosure. The final rule can be found here. As mandated by Section 953(a) of the Dodd-Frank Act, Item 402 of Regulation S-K was amended to add subsection (v), which requires companies to disclose information depicting the relationship between executive compensation actually paid and the company’s financial performance in annual proxy statements.… More

Key Takeaways:

• The U.S. Securities and Exchange Commission (“SEC”) and U.S. Department of Justice (“DOJ”) have brought the first-ever insider trading actions involving cryptocurrency against a former manager of Coinbase, one of the largest U.S. crypto asset trading platforms, and two tippees for sharing or trading upon confidential information relating to the planned listing of various cryptocurrencies on Coinbase.
• The SEC’s securities fraud charges are based on its longstanding position that certain cryptocurrencies are investment contracts and therefore “securities” subject to the SEC’s jurisdiction.…

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Key Takeaways:

• The U.S. Securities and Exchange Commission’s (SEC’s) Climate and ESG (Environmental, Social, and Governance)Task Force has brought its first two enforcement actions for allegedly misleading ESG-related disclosures by a public company and an investment adviser, respectively.
• The actions reflect the close and continuing focus on ESG by the SEC’s Division of Enforcement (Enforcement); more such actions are virtually certain to follow.
• These cases also underscore the importance for issuers and advisers of mitigating the risk of ESG-related disclosure violations through robust internal controls and careful vetting of public statements about ESG impacts and investments.…

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Key Takeaways:

• The U.S. Securities and Exchange Commission’s (SEC’s) Division of Enforcement (Enforcement) announced that it will nearly double the size of its Crypto Assets and Cyber Unit, making the Unit one of the largest within Enforcement.
• The decision reflects the SEC’s increasing prioritization of cryptocurrency and cybersecurity enforcement.
• Issuers of digital assets, crypto exchanges and lending platforms, and other industry participants should expect more frequent investigations and enforcement actions.…

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Today, the Securities & Exchange Commission voted 3 to 1 in favor of adopting a long-awaited set of proposed revisions to SEC regulations concerning the disclosure of climate risks and related financial impacts, as well as data on greenhouse gas emissions in certain SEC filings. The recommendation to adopt the new set of rules was not unanimous, with Commissioner Hester Peirce voting against the measure, arguing that the new set of rules is at best unnecessary,… More

Key Takeaways:

• U.S., UK, and EU impose additional sanctions in response to Russia’s continued escalation of conflict in Ukraine
• U.S. imposes sanctions on human rights violators and senior Russian defense officials
• UK sanctions over 370 Russian individuals, including 51 oligarchs and their family members
• EU imposes investment and trade restrictions and sanctions Russian oligarchs, propagandists, state-owned entities, and defense sector entities

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On March 15,… More

Key Takeaways:

• New Executive Order prohibits certain imports and exports, and authorizes the Department of the Treasury to impose significant restrictions on U.S. investment in Russia
• Additional wave of sanctions targeting Russian “elites” close to President Vladimir Putin
• OFAC guidance clarifies that Russia-related sanctions prohibitions apply to cryptocurrency transactions

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On March 11, 2022, President Biden signed a new Russia-related Executive Order,… More

Key Takeaways:

• The Biden administration announces ban on import of Russian energy commodities and prohibition on new investment in the Russian energy sector
• New General License provides wind-down period until April 22, 2022 for certain energy imports from Russia pursuant to agreements entered into before March 8, 2022
• EU and UK expand their sanctions programs against Russia and Belarus, including additional sanctions on oligarchs
• FinCEN issued an alert to all financial institutions to be vigilant against efforts to evade the expansive sanctions and other restrictions imposed in connection with the invasion of Ukraine

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I.… More

This is the eighth post in this year’s series examining important trends in white collar law and investigations. Our previous post discussed trends in False Claims Act enforcement. Up next: trends in Federal Cryptocurrency Enforcement in 2022.

Key Takeaways

• Sensitive to criticism of regulation through litigation, the SEC’s Enforcement Division has not pursued cases dealing with cutting edge ESG issues before the SEC decides what,…

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