This is the fifth in our First 100 Days series examining important trends in white collar law and investigations in the early days of the Biden administration. Our previous entry discussed investigations under the new Congress.  Up next, a deep dive on liability under the False Claims Act.

As the Biden Administration began to take shape, many observers (including here at Foley Hoag) predicted that the SEC would move toward requiring standardized disclosures by issuers regarding their ESG risks and opportunities. … More

Special purpose acquisition companies (SPACs) have been gaining traction as one of the most popular exit strategies over the last year. They have been pitched as an easier way to go public because of the ease of working with one partner versus the large courting that typically happens with an IPO. But…is it too good to be true? Is this a fad or is it here to stay?



Our webinar panelists provide an overview of what a SPAC is,… More

Climate risk is investment risk.

So says BlackRock.  And when you manage $8.7 trillion, people tend to listen to what you say.  I’ve been noting for some time that BlackRock’s statements seemed to presage increasing shareholder activism with respect to climate.  And yet there have been skeptics.  As noted in ClimateWire last week, BlackRock’s actions have not always seemed to match its rhetoric.… More

Last month, General Electric agreed to pay a $200 million penalty to settle an SEC enforcement action arising from alleged disclosure violations concerning the company’s power and health insurance businesses.  According to the SEC’s order, between 2015 and 2017, GE did not disclose that the profits it reported for those segments were largely attributable to changes the company made to its accounting practices in order to mask significant challenges that those business lines were facing. … More

In a recent post, we examined the growing clash within the SEC over whether to mandate and standardize disclosure by public companies of business impacts and risks associated with Environmental, Social, and Governance (ESG) concerns.  Some at the SEC pushed for more standardized, comparable, and reliable disclosure of issuers’ exposure ESG risks.  Others, including former Chairman Jay Powell, pushed back, arguing that current disclosure rules, which  already require companies to disclose material risks,… More

• The SEC recently proposed to exempt certain finders from federal requirements to register as a broker
• Massachusetts regulators are opposed to the relief and retain state remedies for unregistered broker activity

The SEC recently proposed to grant an exemption to certain “finders” who would otherwise be required to register as brokers under the Securities Exchange Act of 1934.… More

What you need to know about this IPO alternative

On December 22, 2020, the Securities and Exchange Commission (SEC) approved a NYSE rule that permits an issuer, at the time of an initial listing on the NYSE, to conduct a primary offering as part of a direct listing without conducting a firm commitment underwritten offering.  On the same date, Nasdaq submitted a substantially similar rule proposal that would,… More

• Law intended to force China to permit PCAOB inspection of accounting offices located in China
• Clients of audit firms not adequately inspected may have to document ownership or control by foreign governmental entities
• Ongoing audit inspection problems may lead to US trading ban

On December 18, 2020, the Holding Foreign Companies Accountable Act became law. … More

On December 4, 2020, the SEC brought its first case charging a public company, The Cheesecake Factory, with making misleading disclosures about the effects of COVID-19 on its business operations and financial condition.  The agency has made explicit since January that it is closely focused on this issue, and its settled action against The Cheesecake Factory, which agreed to pay a $125,000 penalty, signals that it will target issuers for failing to provide fulsome disclosure about the negative impacts of the pandemic.… More

Over the past decade, there has been an unprecedented shift in investor focus toward the analysis use of Environmental, Social and Corporate Governance (ESG) risks and impacts in investment decision-making.  While the Securities & Exchange Commission has acknowledged this shift, it has to date resisted calls for the adoption of standards governing issuers’ disclosure of ESG risks.

Outgoing SEC Commissioner Jay Clayton has repeatedly offered his view that the SEC already requires companies to disclose material risks,… More