In a recent development, Albemarle Corporation agreed to a substantial settlement of over $218 million to bring investigations by the U.S. Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) to a conclusion. The legal action revolved around accusations of violations of the Foreign Corrupt Practices Act (FCPA) by Albemarle. It was alleged…
In a recent development in the field of corporate legal affairs, Clear Channel Outdoor Holdings, an advertising company of international repute, has settled a case under the Foreign Corrupt Practices Act (FCPA) led by the Securities and Exchange Commission (SEC). The settlement involves the company’s agreement to make a payment of $26.1 million. This action…
For directors and officers of public companies, or even those serving on boards, interaction with the SEC’s Division of Enforcement is nearly inevitable. This federal agency receives tens of thousands of enforcement tips each year, suggesting the scale and reach of its investigative chores. With a workforce of nearly 1,500, The Securities and Exchange Commission’s…
On August 23, quite notably, the United States Securities and Exchange Commission (the “SEC” or “Commission”) adopted rules and rule amendments (the “PFA Rules”) under the Investment Advisers Act of 1940 (the “Advisers Act”) that impose new requirements and obligations on investment advisers to private funds. This development has far-reaching implications for legal professionals practicing…
The European Securities and Markets Authority (ESMA) published a final report on May 31, 2023, introducing a novel aspect to the 5th ESMA Stress Test Exercise for Central Counterparties (CCPs); the inclusion of climate risk. This noteworthy step has been taken to discern the impact that market disruption following the COVID-19 pandemic and the ensuing…
On September 27th, 2023, the U.S. Securities and Exchange Commission (SEC) levied charges against a slate of corporate insiders and public companies, following consistent failures to appropriately file reports as dictated by the Securities Exchange Act of 1934. The specifics of these infractions, as outlined in official documentation, identify six officers, directors, and primary shareholders…
As legal professionals dwell on the delicate balance between the protection of lenders and borrowers, one can look towards laws in California for a model that seems to tip towards the borrower or issuer side. But the question remains, “Whom should the law protect – the borrower/issuer or lender/purchaser?” According to a post on JD…
With the prospect of a U.S. government shutdown looming, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance has taken preemptive measures to provide guidance for registrants. On September 27, 2023, the division published a summary of the anticipated impacts on its operations, should the shutdown occur. The updated guidance offers significant insight for…
In a recent turn of events, the U.S. Securities and Exchange Commission (SEC) decided against implementing swing pricing for money market funds, instead opting to impose mandatory redemption (liquidity) fees. This decision, however, was not unanimous. Made on July 12, the SEC’s move toward money market fund reforms was decided upon with a 3-2 party…
The Securities and Exchange Commission (SEC) recently made a sweeping move in law enforcement by announcing charges against nine registered investment advisers. The advisers, going forward referred to as the “Advisers,” have been accused of violating marketing rules by advertising hypothetical performance to the general public on their respected websites. This form of advertising was…
The United States Securities and Exchange Commission (SEC) has reportedly indicted ten firms for significant recordkeeping transgressions, amassing a total of $79 million in fines. The proceedings stem from an examination of off-channel communications within these organizations, which, according to the SEC’s findings, were widely employed across all strata of seniority and management. An investigation…
Albemarle Corporation, a foremost global chemical manufacturer, has agreed to a $218 million settlement following investigations by both the U.S. Department of Justice (DOJ) and the Securities and Exchange Commission (SEC). The agreement, reached on September 29, 2023, aimed to resolve investigations related to potential contraventions of the U.S. Foreign Corrupt Practices Act (FCPA). The…
With a burgeoning interest in sustainable investment, the European Securities and Markets Authority (ESMA) has turned its attention towards the use of generic Environment, Social, and Governance (ESG) terms in the naming of European Union (EU) funds. The aim is to examine the authenticity of the claims being made by these funds in relation to…
On September 20, 2023, the U.S. Securities and Exchange Commission (the “SEC”) implemented final changes to modernize Rule 35d-1 of the Investment Company Act of 1940 (the “1940 Act”). Known colloquially as the “Names Rule”, this regulation oversees the naming protocol for registered investment companies and business development companies (“BDCs”) to avoid potentially deceptive or…
Navigating the labyrinth of corporate compliance can often feel like a painstakingly delicate balancing act, particularly when trying to align legal obligations from securities law with principles of competition law. A growing concern in this field is companies’ public statements regarding their business situation. A recent example that has underscored this ambiguity is the announcement…
In significant news for both the Massachusetts Superior Court and the world of corporate law, it was announced on Wednesday that the co-chair of securities litigation at Mintz Levin Cohn Ferris Glovsky & Popeo PC, and a solo practitioner from Springfield have been nominated to serve as associate justices. The breadth of legal expertise they…
In a significant enforcement action, Albemarle Corporation, a major American chemical company, has agreed to pay a hefty sum of over $218 million. This penalty results from investigations led by the U.S. Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) into Albemarle’s violations of the Foreign Corrupt Practices Act (FCPA). As reported…
In light of recent legal developments, large corporations and law firms should strongly consider revising their whistleblower protection language in their policies and agreements. These changes have come to the forefront following enforcement actions by the Securities and Exchange Commission (SEC). On September 29, 2023, the SEC issued an order that censured D. E. Shaw…
On September 20, 2023, in a 4-1 vote, the US Securities and Exchange Commission (SEC) adopted amendments to the rule governing fund names, which may significantly impact certain funds. These amendments, hereafter referred to as the Amendments, impose new disclosure, compliance, reporting, and recordkeeping requirements on these funds. The Amendments expand the scope of Rule…
As annual shareholder proposal season and annual report preparation draws near, public companies are facing a series of recent developments in environmental, social, and governance (ESG). These advancements span from climate disclosure landscape and risk factor disclosure, to diversity-related efforts. All are warranting significant attention from corporate entities globally. The following is a synopsis of…
It seems quite reminiscent of a Groundhog Day scenario in the electric vehicle (EV) industry. Echoes of fraudulent misrepresentation charges are sounding yet again, as EV manufacturers come under fire for possibly inflating sales numbers and optimistic projections. The main bulk of this issue revolves around an accusation of fraudulent misrepresentation recently instituted by the…
Recently, the corporate legal sphere is abuzz with the growing application of tokenization in the real estate sector. Tokenization—the conversion of real estate assets into digital tokens using blockchain technology—has been gaining prominence. With a reported market size of approximately $200 million, real estate tokens account for nearly 40% of the digital securities market. Undeniably,…
Our analysis of this month’s U.S. regulatory developments begins with the recently proposed private fund reform rules. These reforms are anticipated to make a significant impact across all firms, forcing many to reassess operations and compliance mechanisms. Accompanying this reform are detailed insights from the U.S. Securities and Exchange Commission’s (SEC’s) latest risk alert. It…
On Monday, the U.S. Securities and Exchange Commission’s (SEC) mandatory clawback rule came into effect. This rule allows for the retrieval of erroneously paid incentive-based compensation to both current and former executives at publicly traded companies due to inaccuracies in financial reporting. The clawback rule’s inception was facilitated by the SEC in compliance with Section…
It appears that, each day, the reputation of cryptocurrency manages to reach a new low. This is exemplified by the current situation faced by Sam Bankman-Fried, founder of the once second largest exchange, FTX. The long-anticipated trial of Bankman-Fried begins today, coinciding with the release of Michael Lewis’ book, “Going Infinite“. Undoubtedly, this trial will…