The CFTC’s Division of Enforcement, or DOE, has published its Enforcement Manual (see the link in the upper corner to download the Manual). This is the first issuance of a public Manual by DOE. The Manual provides an overview of the CFTC and DOE, and it establishes certain general policies... Read More
In this action, anonymous whistleblower John Doe filed a Petition for a Writ of Mandamus Directed to the Securities and Exchange Commission to Compel Agency Action that has been Unreasonably Delayed in the United States Court of Appeals for the District of Columbia Circuit. With respect to the action in... Read More
In Batty v. UCAR International Inc. et al the Delaware Court of Chancery considered the terms of a severance agreement. The agreement, which was entered into in 2000, set the compensation that plaintiff Batty, who was employed by certain of the defendants for 34 years, would receive from the defendants... Read More
The SEC charged fifteen individuals with acting as unregistered brokers or aiding-and-abetting such activity in connection with Intertech Solutions, Inc.’s fraudulent and unregistered securities offerings. The SEC’s complaints allege that the charged individuals were hired by Intertech Solutions to engage in or facilitate cold-call solicitations of hundreds of prospective investors... Read More
In Olenik V. Lodzinski et al, the Delaware Supreme Court reversed the Court of Chancery finding the conditions required for business judgment review of a transaction with a controlling shareholder had not been conducted in accordance with Kahn v. M&F Worldwide Corp. from the outset and therefore the entire fairness... Read More
The U.S. Supreme Court considered the extent of liability under Rule 10b-5 and other rules of the Securities and Exchange Commission and related statutes in Lorenzo v. Securities and Exchange Commission. The facts of the case were undisputed. Francis Lorenzo, while the director of investment banking at an SEC-registered brokerage... Read More
The PCAOB recently noted that during 2019 it will provide an opportunity for audit committee chairs of certain companies whose audits are subject to inspection to “engage in a dialogue with the inspections staff.” While we assume the PCAOB’s motive is in good faith to obtain a better mutual understanding... Read More
Elon Musk, in a court filing, offered the following three reasons why he should not be held in contempt of court for violating a court Order in a recent tweet: There is no clear and convincing evidence that an unambiguous court order was violated. According to Musk, Tesla has confirmed... Read More
The CFTC announced an Enforcement Advisory on self-reporting and cooperation for violations of the Commodity Exchange Act, or CEA, involving foreign corrupt practices. Because the Enforcement Advisory is limited to the CEA, it does not suggest that the CFTC will bring actions regarding violations of the Foreign Corrupt Practices Act.... Read More
The SEC announced settled charges against four public companies for failing to maintain internal control over financial reporting, or ICFR, for seven to 10 consecutive annual reporting periods. Two of the charged companies also failed to complete the required evaluation of the effectiveness of ICFR for two consecutive annual reporting... Read More