Writings by Dan Brecher

The SEC & FCPA Enforcement The Securities and Exchange Commission (SEC) continues to ramp up its enforcement of the Federal Corrupt Practices Act (FCPA). In 2010, the SEC’s Enforcement Division created a specialized unit dedicated to enforcement of the FCPA, which prohibits U.S. companies from bribing foreign officials for government contracts and other business. To […]

After coming under fire for using the forum to secure an unfair home court advantage After coming under fire for using the forum to secure an unfair home court advantage, the Securities and Exchange Commission (SEC) recently proposed amendments to its rules governing administrative proceedings. The proposal would extend certain deadlines, allow for depositions, and […]

In the wake of the U.S. Supreme Court’s decision in Citizens United, corporate political spending has skyrocketed. In response, companies are facing increasing pressure from public interest groups, shareholders, and regulators to disclose their donations. Shareholders concerned about corporate campaign donations are turning to resolutions that ask the company to disclose information about lobbying activities […]

The Securities and Exchange Commission (SEC) is woefully late in finalizing its crowdfunding rules. However, the agency could finally be ready to sign off on the much-anticipated securities registration exception. The Dodd-Frank Act authorized everyday citizens (non-accredited investors) to participate in equity crowdfunding. The relaxed securities requirements for equity crowdfunding are expected to be a […]

Amendments to the New York Stock Exchange’s (NYSE or Exchange) Rule 202.06 took effect last month. Listed companies must now follow new procedures when publicly releasing material news. Notification Requirement Rule 202.06 previously required listed companies to notify the NYSE at least ten minutes in advance of releasing material news if such release will take […]

Questions regarding who is a whistleblower under the Dodd-Frank anti-retaliation provisions continue to divide the courts. In Berman v. Neo@Ogilvy, a divided Second Circuit Court of Appeals broadly interpreted the statute to allow claims from internal tipsters that do not also notify the Securities and Exchange Commission (SEC). The decision directly conflicts with the Fifth […]

Recent public market volatility appears to be chilling the once hot pipeline of initial public offerings (IPOs). While the lower demand could yield “bargain” IPO prices for longer-term holders, it is all about valuation. Does a company really have great growth potential or will it fall flat? As we’ve previously discussed on this blog, 2014 was […]

Can U.S. Supreme Court decisions influence the Securities Market? The impact of U.S. Supreme Court decisions is often far-reaching. However, as highlighted in a recent study, 1 in 20 rulings suggest that Supreme Court decisions influence the securities market. The study’s findings were particularly apparent in the wake of the Supreme Court’s decision to uphold […]

The Securities and Exchange Commission has been moving more aggressively to state the types of activities that will result in a determination that a “finder” is acting as a securities broker-dealer. The SEC is also focusing on securities broker-dealer issues in its OCIE compliance exams of private investment funds, and has recently instituted a significant […]

What Can Businesses Learn from Deflategate? According to media reports, settlement talks between the National Football League and New England Patriots quarterback Tom Brady have stalled. With the start of the football season just weeks away, neither side appears willing to budge. Brady is reportedly unwilling to acknowledge that there is any veracity to the […]

The Investment Advisers Act of 1940 (Advisers Act) regulates the actions of investment advisers and requires most advisers to register with the Securities and Exchange Commission (SEC). Accordingly, the Advisers Act and the interpretive SEC’s rules form the essential “rule book” for the industry. What you need to know Since compliance with the Advisers Act […]

The United Kingdom’s Modern Slavery Act recently took effect. For U.S. businesses operating across the pond, it is important to understand how the statute’s human trafficking supply chain disclosure rules may impact your compliance initiatives. Under the Modern Slavery Act, a “commercial organization” must prepare a slavery and human trafficking statement for each financial year. […]