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Publications
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04.12.2024SEC Speaks 2024—Five Key TakeawaysUpdatesLeadership of the U.S. Securities and Exchange Commission addressed criticism, reiterated its commitment to safeguarding investors, and offered a glimpse into its agenda for the upcoming year during the Practising Law Institute’s SEC Speaks conference, held on April 2 and 3 in Washington, D.C. Director of the Division of Enforcement Gurbir Grewal, acknowledged that the Division of Enforcement’s ability to do its job “depends on trust and credibility.”
For more information, an expanded version of this article was previously published in Law360. -
06.26.2023Controlling Person Liability: Circuit Split Increasingly RelevantArticlesPartner Pravin Rao and associate Gabriel Tong highlight how "controlling peson liability" claims have become increasingly common in securities litigation claims. Due to a circuit split in how these claims can be established, plaintiffs have taken advantage of the relatively low threshold required in some jurisdictions to establish a prima facie case of controlling person liability.
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09.13.2022The SEC Speaks in 2022: Five Key TakeawaysUpdates
The annual SEC Speaks conference, in which SEC leadership highlights the agency’s current enforcement priorities and previews their agenda for the coming year, was held in Washington, D.C., on September 8-9. SEC leaders emphasized that regulation of the cryptocurrency market continues to be a top enforcement priority.
As discussed in this Update, the SEC’s enforcement agenda has ramifications on both the corporate and individual levels, including: (1) increased regulatory actions against market participants in cryptocurrency and blockchain-based token activities; (2) enhanced scrutiny over disclosures, including those related to digital assets, ESG matters, supply chain, and cyber incidents; and (3) a renewed focus on individual accountability.
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10.19.2020The ‘SEC Speaks’ in 2020: Enforcement Adapts to Turbulent TimesUpdatesTop enforcement officials from the U.S. Securities and Exchange Commission recapped the agency’s accomplishments over the past fiscal year and previewed its upcoming enforcement priorities at this year’s SEC Speaks conference, held on October 8 and 9, 2020.
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10.06.2020Catching Up (Virtually) With the RegulatorsUpdatesThe white collar bar “got together” for a virtual discussion on the current landscape of the practice on September 23, 2020.
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08.20.2020Rare DOJ Opinion Offers Anti-Bribery Lessons for Transactions Involving Foreign Government-Owned AssetsUpdatesThe U.S. Department of Justice has issued an opinion letter (catalogued as FCPA Opinion No. 20-01) stating that it does not intend to take enforcement action under the FCPA against a U.S.-based investment advisor planning to pay something akin to a “finder’s fee” to a foreign state-owned investment bank.
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06.09.2020DOJ Refines Guidance on Effective Corporate ComplianceUpdatesThe U.S. Department of Justice on June 1, 2020, released another update to its “Evaluation of Corporate Compliance Programs” (the 2020 Update).
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04.12.2019SEC Touts Successes in Wake of ShutdownUpdatesAt this year’s PLI “SEC Speaks” conference held April 8-9, 2019, in Washington, D.C., the U.S. Securities and Exchange Commission’s leadership and staff showcased its 2018 successes and outlined initiatives that the SEC intends to pursue in 2019 and beyond.
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02.28.20172017 SEC Speaks: Changing Priorities Amid Leadership TransitionsUpdatesAt the annual “SEC Speaks” conference held February 23-24, 2017, in Washington, D.C., the U.S. Securities and Exchange Commission’s senior leadership reviewed the agency’s efforts in 2016 and previewed future trends.
This update was also published in Law360 on 02.27.2017, "SEC Speaks '17: Changing Priorities Amid Agency Transitions." -
02.22.2016SEC Speaks 2016: Enforcement Agenda Goes Beyond DisclosureUpdatesAt the annual “SEC Speaks” conference held February 19-20, 2016, in Washington, D.C., the U.S. Securities and Exchange Commission’s senior leadership reviewed the agency’s efforts and priorities in 2015 and previewed upcoming trends for 2016 and beyond.
This Update was also published in Law360 in February 2016. -
10.13.2015SEC’s Use of ALJs: Possible U-Turn AheadArticlesBack in October 2014, all the chatter was about the SEC’s increased use of its home-grown Administrative Law Judges to move its enforcement actions to their conclusion versus tangling with defendants in federal court. The WSJ (like every other media outlet) reported on this turn in the SEC’s strategy, with the head of the SEC’s anti-foreign-corruption enforcement unit suggesting it was “the new normal.” Click here to read full story.
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02.25.2015Expect More Data Analytics, 'Hard Punches' From the SECArticles
Law360
The U.S. Securities and Exchange Commission touted an expansive regulatory agenda at this year’s "SEC Speaks" conference, held Feb. 20-21, 2015, in Washington, D.C. -
02.23.20152015 SEC Speaks Conference: SEC to Balance Broad Enforcement Agenda and Initiatives with Focus on Core MissionUpdatesThe U.S. Securities and Exchange Commission (SEC) touted an expansive regulatory agenda at this year’s “SEC Speaks” conference, held February 20-21, 2015, in Washington, D.C.
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12.16.2014Searching for Greener Pastures: SEC Insider Trading Enforcement in a Post-Newman EraUpdatesIn United States v. Newman, the U.S. Court of Appeals for the Second Circuit dealt a substantial blow to federal prosecutors’ epic crackdown on insider trading by raising the bar for the government’s burden of proof in “remote tippee” cases that have plagued the financial industry in recent years.
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02.24.2014SEC Is Ready To Move From Rulemaking To Rule EnforcementArticles
Law360
In this article, Pravin Rao, Jose A. Lopez, Travis Exstrom and Jalina Joy Hudson highlighted the SEC's enforcement priorities in 2014, as presented at "The SEC Speaks" conference held in Washington, DC, from February 21-22, 2014. -
02.24.2014The SEC Speaks in 2014: Enhanced Statutory Regime Combined with Data Analytics Tools Results in Enforcement 2.0UpdatesThe annual “SEC Speaks Conference,” where the U.S. Securities and Exchange Commission (SEC) and its senior staff review the major developments from the prior year, and preview the SEC’s enforcement priorities for the upcoming year, convened in Washington D.C. on February 21-22, 2014.
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03.2013Highlights From The SEC Speaks ConferenceArticles
Law360
In this article, Pravin Rao, Keith Miller, Jose Lopez, and Charles Mulaney highlighted the SEC's enforcement priorities in 2013, as presented at "The SEC Speaks" conference held in Washington, DC, from February 22-23, 2013. A continuation by the SEC to accelerate its efforts to protect investors and promote the integrity of the marketplace emerged from this year’s conference. At the heart of these efforts are increasingly effective programs in enforcement and examination. -
02.25.2013SEC Speaks: Agency Takes Back-to-Basics Approach in Face of Changing Leadership, Congressional Mandates and New TechnologiesUpdatesThe annual “SEC Speaks” conference, in which Securities and Exchange Commission (SEC) representatives review the agency’s efforts over the past year and preview the year to come, was held on February 22-23, 2013. A back-to-basics “investor protection” theme emerged from this year’s conference, as the SEC reposts in the wake of Chairman Mary Schapiro and Enforcement Director Robert Khuzami departing.
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11.14.2012New FCPA Guidance by DOJ & SEC: Important, But No Sea ChangeUpdatesOn November 14, 2012, the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) issued their long-anticipated Resource Guide regarding the agencies’ enforcement of the Foreign Corrupt Practices Act (FCPA).
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11.21.2012New FCPA Guidance: Important, But No Sea-ChangeArticlesIn this article, Pravin Rao, Lee Stein, Markus Funk, Bridget Minder, Caryn Trombino, and Amy Chang analyzed the DOJ and SEC's new guidance on the Foreign Corrupt Practices Act (FCPA). The authors discussed that the long-anticipated guidance provided helpful clarifications and hypothetical case studies for corporate counsel, and yet is not binding on courts or even the agencies themselves. The article cautioned that corporate counsel remain cognizant that the guidance may change, perhaps even dramatically.
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04.04.2012President Obama Signs STOCK Act Into LawUpdatesOn April 4, 2012, President Obama signed into law the Stop Trading on Congressional Knowledge Act.
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03.2012The SEC Speaks 2012: EnforcementArticlesIn this article, Pravin Rao, Jose Lopez, Jon Buck and Caryn Trombino highlight the SEC's enforcement priorities in 2012, as presented at "The SEC Speaks" conference held in Washington, DC, from February 24-25, 2012. The SEC's record 735 enforcement actions in 2011 has prompted a renewed rallying cry as the agency emerges from its Dodd-Frank rulemaking efforts with an eye toward ratcheting up its proactive risk-based initiatives and continued pursuit of aggressive enforcement efforts.
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02.28.2012The SEC Speaks 2012: An Evolving SEC Reloads Following 2011’s Record Enforcement ActionsUpdatesOn February 24-25, 2012, the U.S. Securities and Exchange Commission ("SEC") and its senior staff presented at the annual "SEC Speaks" conference to comment on major trends from the previous year and to forecast anticipated developments for 2012.
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04.2011Changing Landscape of Swap RegulationArticles
The Review of Securities & Commodities Regulation
In the article, "Changing Landscape of Swap Regulation," Pravin Rao and Assad Clark discuss some of the macro issues that created the need for greater swaps regulation, how the Dodd-Frank Act has empowered the SEC and CFTC to regulate the industry, and what that regulation will look like. -
04.2011Notebook on MBS LitigationArticles
Mortgage Bank Magazine
In this article, Pravin Rao and Suleen Lee examine how mortgage-backed securities (MBS) have become a priority for the SEC's investigative resources. The authors describe what might constitute a potential SEC action against banks and provide proactive measures banks can take to ensure they do not become the target of SEC enforcement actions or private litigants. -
03.08.2011ABA National Institute on White Collar Crime Conference: 2011 Enforcement Priorities and TrendsUpdatesThe American Bar Association’s 25th Annual National Institute on White Collar Crime (March 2-4, 2011) featured, among other panelists, senior members from the U.S. Department of Justice ("DOJ"), various state and federal prosecutors, representatives from federal regulatory bodies, members of the federal judiciary and leading practitioners from the white collar defense bar. This Update highlights several of the most significant trends in white collar prosecution signaled by these panelists as likely to shape 2011’s enforcement landscape.
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02.08.2011The SEC Speaks 2011 Conference: The SEC Struggles to Manage Expanded Regulatory Mandates While Facing Budgetary Restraints From CongressUpdatesAt this year’s annual “SEC Speaks” conference held on February 4-5, 2011, representatives from the U.S. Securities and Exchange Commission reviewed the SEC’s 2010 achievements and previewed upcoming 2011 enforcement initiatives. While last year’s program sent a strong message of aggressive enforcement and regulation, the theme that emerged this year was the growing tension created by the SEC’s expanded mandate to regulate in the face of enormous budgetary constraints that threaten its ability to carry out its mission effectively. In this regard, the message emerging from 2011’s SEC Speaks appears to be squarely directed to Congress, as the Commission plainly concedes that the bold possibilities created by the Dodd-Frank Wall Street Reform and Consumer Protection Act will require corresponding funding if the Commission is to succeed in meeting its mandate.
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10.25.2010OECD Gives Mounting U.S. Foreign Anti-Bribery Efforts High MarksUpdates
The OECD has criticized other signatory nations for not living up to their anti-bribery obligations, and in its just released report also identifies certain discrete areas for U.S. improvement. But the bottom line message is that the U.S. government is a leader in anti-corruption enforcement.
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07.2010More Countries are Prosecuting Bribery, CorruptionArticlesIn this article, Pravin Rao discuss the growth in multi-jurisdictional FCPA cases. Many nations now have anti-bribery laws and countries are working more closely to pursue joint cases. Given this ever-expanding anti-bribery framework, companies will need to analyze multiple bribery laws to assess their exposure, make self-disclosure decisions and reach a suitable resolution.
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02.2010Emerging Regulatory and Criminal Enforcement of Credit Default SwapsArticles
American Bar Association Criminal Justice Section Newsletter
In this article, Pravin Rao discusses the possible civil and criminal liability for insider trading involving Credit Default Swaps (CDS) and suggests pre-emptive measures to prepare for such enforcement. -
11.2009Forecasting Finra's FutureArticles
InvestmentNews
In this article, Pravin Rao and Howard Rosenburg examine FINRA’s background and its traditional role, including its current mandate, how it was formed, and how it is governed. The authors focus the majority of the article on how the current economic crisis and changes in the regulatory and law enforcement framework affect FINRA’s future role. They also discuss previous criticism of FINRA and how the organization has responded and adapted to it. Lastly, Rao and Rosenburg explain FINRA’s future and what can be expected, and detail some specific recommendations for financial services firms to adjust to a new FINRA and renewed regulatory environment. -
09.08.2009Ninth Circuit Announces Enhanced Ground Rules for Computer SearchesUpdatesThe federal government's long-running investigation into steroid use in Major League Baseball has yielded more than just newspaper headlines and embarrassed sluggers. Last week, an en banc panel of the Ninth Circuit Court of Appeals reviewing the steroid investigation announced new and enhanced guidelines applicable to all search warrants for electronically stored information ("ESI") in the Ninth Circuit.
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07.28.2009Federal District Court in Dallas Dismisses SEC Complaint Attempting to Broaden Insider Trading Liability Under Misappropriation TheoryUpdatesOn July 17, 2009, a federal district court in Texas dismissed an insider trading suit brought by the Securities and Exchange Commission (SEC) against Mark Cuban, the high-profile owner of the NBA's Dallas Mavericks.
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02.2009Second Circuit Says No Cutback on Corporate Criminal Liability – Decision Underscores the Importance of Corporate Compliance ProgramsUpdatesIn a closely watched case, the Second Circuit Court of Appeals has refused to cut back on traditional standards for corporate criminal liability. The Association of Corporate Counsel, the U.S. Chamber of Commerce and other groups had asked the court to depart from a century of judicial precedent holding corporations broadly liable for criminal acts committed by employees. The groups argued that such broad vicarious criminal liability was counterproductive and asked the court to bar corporate criminal liability unless prosecutors could show that the corporation lacked an effective compliance program.
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10.2008SEC Enforcement Division Releases Internal Enforcement ManualUpdatesOn October 6th, the Securities Exchange Commission (SEC) released its Enforcement Division manual to the general public for the first time.
Presentations
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09.19.2023Financial Disclosure and Accounting FraudSpeaking EngagementsPanelist
Securities Enforcement Forum Central / Chicago, IL -
09.23.2021SEC Enforcement and LitigationSpeaking EngagementsModerator
2021 Ray Garrett Corporate and Securities Law Institute / Chicago, IL -
04.06.2021
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08.20.2019SEC Enforcement InitiativesPanelist
2019 SEC Conference: An Accounting & Reporting Update for Public Companies, Center for Professional Education / Chicago, IL -
11.02.2017 | 2017年11月2日China Legal Seminar | 中国法律研讨会SeminarsShenzhen Patent Association & Perkins Coie / Shenzhen, ChinaPresented on criminal trade secrets law and protecting company secrets at the U.S. border.
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04.19.2017New Outlook for Business
Speaker
Law Bulletin White Collar Conference / Chicago, ILPravin moderated a panel of experts, including in-house and government counsel, on implications of the new Trump administration on enforcement and regulation of business. -
11.09.2016Boise Breakfast Briefing – Securities LitigationSeminarsPerkins Coie partners, Todd Kerr, Michael Clyde and Pravin Rao, as they address: common issues raised by shareholders; different kinds of shareholder demands; best practices for responding to shareholder demands and avoiding shareholder litigation; How a derivative lawsuit differs from other litigation; considerations for derivative litigation; indemnification claims and D&O insurance coverage and internal and government investigations.
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04.2016Litigation/Enforcement Panel
Panelist
36th Annual Ray Garrett Jr. Corporate and Securities Law Institute / Chicago, IL -
04.2015Post-M & A Integration: Managing Successor Liability and New Anti-Corruption Compliance Risks Impacting the Life Sciences Industry
Speaker
American Conference Institute's Advanced Forum on FCPA & Anti-Corruption For the Life Sciences Industry -
04.2015Chicago FCPA Forum 2015Speaker
Chicago Law Bulletin’s 8th Annual White Collar Crime + Corporate Governance ConferencePravin Rao and a senior supervisor from DOJ-Fraud presented on recent developments in FCPA enforcement and the Government’s priorities in this area.
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06.2014Ethical Considerations When Conducting An Internal Investigation
Speaker
Chicago Chapter of the National Association of Stock Plan Professionals -
06.2014Commencing the Investigation: Considerations at the Outset
Panelist
PLI's Internal Investigations Conference -
05.2014Third Party Due Diligence Benchmarking: How to Apply a Risk-Based Due Diligence Approach to Vetting, On-Boarding and Monitoring your Third Parties
Workshop Speaker
American Conference Institute's 16th Annual New York Conference on the Foreign Corrupt Practices Act -
04.2014The U.S. and French Sunshine Acts‚ and the Potential for More Anti-Corruption Investigations
Panelist
American Conference Institute's Advanced Forum on FCPA & Anti-Corruption For the Life Sciences Industry -
03.2014Reinvigorated Regulatory Enforcement: New Developments in Securities and Commodity Cases
Speaker
Chicago Bar Association Securities Law Committee Seminar
White Collar Briefly
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DOJ Rescinds Trump Charging and Sentencing Policy
On January 29, 2021, Acting Attorney General Monty Wilkinson rescinded the Trump administration’s charging and sentencing policy that required federal prosecutors to hold as a “core principle” that they “charge and pursue the most serious, readily provable offense.” The Wilkinson memo, titled Interim Guidance on Prosecutorial Discretion, Charging, and Sentencing, “supersedes any conflicting Justice Manual... Continue Reading…
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Congress Sneaks in Expansion of SEC Disgorgement Authority in Annual Defense Bill
What does military policy have to do with the SEC? Tucked into the 1,480 page National Defense Authorization Act (NDAA) is a provision expanding the SEC’s disgorgement authority. The NDAA, specifying the budget and expenditures for the Department of Defense for fiscal year 2021 (H.R. 6395), was passed on December 11, 2020 by both chambers... Continue Reading…
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DOJ Opinion OKs Payment to Third Party
On August 14, 2020, the U.S. Department of Justice (“DOJ”) issued an opinion letter (cataloged as FCPA Opinion No. 20-01) stating that it did not intend to take enforcement action under the Foreign Corrupt Practices Act (“FCPA”) against a U.S.-based investment advisor planning to pay something akin to a “finder’s fee” to a foreign state-owned... Continue Reading…
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SEC Alleges $25 Million Cannabis-Related Offering Fraud
On July 28, 2020, the U.S. Securities and Exchange Commission (SEC) accused six individuals and their companies with securities fraud in connection with two cannabis-related businesses in California that raised $25 million in an unregistered securities offering. The SEC’s complaint was filed in the Central District of California and seeks permanent injunctions, disgorgement of ill-gotten... Continue Reading…
