The date stated in FINRA’s letter is the date that controls for compliance timing purposes. The date you received the letter does not, and you cannot rely on the date of receipt to avoid…
While the substantive federal securities laws prohibit selective disclosure of material nonpublic information, the SEC’s enforcement of these laws is more focused, as a result of Regulation FD. This regulation, which imposes its own…
Under the Securities Act, Regulation A and Regulation D are essentially safe harbors. If an entity meets the conditions to avail itself of the applicable safe harbor, then its offering of unregistered securities is…
Qui tam lawsuits are subject to the False Claims Act (FCA) The FCA authorizes relators to sue on behalf of the United States SEC whistleblowers submit tips Whistleblowers cannot independently bring federal securities enforcement…
The SEC’s investigations into pump-and-dump schemes fall under its broader enforcement category for “Market Manipulation.” In a pump-and-dump scheme, deceptive promotions create artificial demand for securities held by the perpetrators of the scheme (or…
Executives facing internal investigations can help protect themselves by taking key steps such as engaging early independent counsel and conducting a thorough and immediate preservation process. While these and other protective steps are important,…
Generally, no. Attorney-client privilege protects “confidential communications made for the purpose of seeking or providing legal advice or representation.” No matter what purpose is alleged or how much legal analysis is provided, if attorney-client…
An SEC subpoena can compel both documents and sworn investigative testimony. While receiving a subpoena to testify before the SEC does not necessarily mean you are a target of the investigation or have done…
An SEC non-prosecution agreement (NPA) is a written agreement between the target of an SEC enforcement action and the Commission. The Commission must authorize an NPA before it can be issued. The Commission then…
A Wells notice is a communication from the SEC’s Division of Enforcement (or one of the other Divisions that enforces SEC rules) stating that its staff have reached a preliminary recommendation to pursue enforcement…