Dodd-Frank.com

CFTC Publishes Enforcement Manual

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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

Topics: Derivatives, Litigation

Does a Requirement to Pay “Target Variable Compensation” Include Equity Awards?

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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

Topics: Employment, Executive Compensation, Litigation, M&A, Public Companies and Securities

SEC Brings Actions Against Fifteen Unregistered Brokers for Their Participation in an Illegal Offering of Microcap Securities

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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

Topics: Litigation, Public Companies and Securities

SCOTUS Finds Investment Banker Liable for Cutting and Pasting Fraudulent Statement

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

Topics: Litigation, Public Companies and Securities

The PCAOB Wants to Talk to the Audit Committee Chair – Now What?

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

Topics: Litigation, Public Companies and Securities

CFTC Issues Advisory on Violations of the Commodity Exchange Act Involving Foreign Corrupt Practices

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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

Topics: Derivatives, Litigation

SEC Says Disclosing Material Internal Control Weaknesses is not a Substitute for Maintaining Internal Controls

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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

Topics: Litigation, Public Companies and Securities