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Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest

SEC Wants to Monitor Blockchain

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The SEC is conducting market research to determine the availability and technical capability of large and small businesses to provide blockchain data to support the SEC’s efforts to monitor risk, improve compliance, and inform Commission policy with respect to digital assets. The SEC is seeking information for potential sources to... Read More

Topics: Blockchain Technology

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

IOSCO Speaks to ESG Disclosures

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The International Organization of Securities Commissions, or IOSCO, published a statement setting out the importance for issuers of considering the inclusion of environmental, social and governance, or ESG, matters when disclosing information material to investors’ decisions. According to IOSCO, issuers are encouraged to consider the materiality of ESG matters to... Read More

Topics: Public Companies and Securities

Revising 162(m) Disclosures in Proxy Statements

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The Section 162(m) deduction limit for performance-based compensation was repealed by the Tax Cut and Jobs Act, effective for taxable years beginning after December 31, 2017, subject to transition relief. Public companies should consider revising disclosures in their upcoming proxy statements. Recently filed proxy statements may provide some ideas, a... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

SEC Initiates Enforcement Action for Failure to Present GAAP with Equal or Greater Prominence

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The SEC brought a settled enforcement action against ADT Inc. because it did not afford equal or greater prominence to comparable GAAP financial measures in two of its earnings releases containing non-GAAP financial measures – ADT’s Q4 2017 and Fiscal Year 2017 Earnings Release dated and furnished to the Commission... Read More

Topics: Litigation, Public Companies and Securities

The First CAM

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The first CAM I am aware of is in this SEC filing: Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates... Read More

Topics: Public Companies and Securities

SEC Brings Enforcement Action for Failure to Verify Accredited Investor Status

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CoinAlpha Advisors LLC was formed for the purpose of investing in digital assets. From October 2017 through May 2018 CoinAlpha raised approximately $600,000 from 22 investors, residing in at least five U.S. states. Through this offering, the investors purchased limited partnership interests in a fund formed by CoinAlpha in exchange... Read More

Topics: Litigation, Public Companies and Securities

Court Refuses to Issue Preliminary Injunction to Halt Initial Coin Offering

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In SEC v. Blockvest, LLC, the United States District Court for the Southern District of California examined the SEC’s argument for a preliminary injunction halting an initial coin offering, or ICO. The complaint alleged that Defendants have been offering and selling alleged unregistered securities in the form of digital assets... Read More

Topics: Litigation, Public Companies and Securities, Uncategorized