Topic: Cross border issues

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UK Supreme Court overturns controversial decision on extraterritorial effect of Section 2 Notices | Financial services: Regulation tomorrow

Photo of Linda FuerstBy Linda Fuerst on Posted in Cross border issues
We invite you to review an article published by our colleagues in the United Kingdom regarding the UK Supreme Court’s recent decision regarding the extra-territoriality of the Serious Fraud Office’s power to obtain documents. UK Supreme Court overturns controversial decision on extraterritorial effect of Section 2 Notices | Financial services: Regulation tomorrow… Continue reading

Lathigee v British Columbia Securities Commission: You Can Run, But You May Not be Able to Hide from A Disgorgement Order By a Canadian Securities Regulator

Photo of Geoff MensBy Geoff Mens on Posted in Cross border issues
In a recent decision of the Supreme Court of the State of Nevada (Court), the Court upheld an order made by the Nevada District Court recognizing and enforcing a judgment of the British Columbia Supreme Court arising out of enforcement proceedings by the British Columbia Securities Commission (BCSC) against Michael Lathigee (Lathigee). After a contested … Continue reading

COVID-19 Scams on the Rise and Enforcement on the Horizon

Photo of Ted BrookBy Ted Brook on Posted in Cross border issues, Other developments, White collar crime
As COVID-19 continues to impact capital markets around the world, securities regulators in North America are responding to an increasing number of securities-related scams. Provincial securities regulators across Canada, as well as the United States Securities and Exchange Commission, have now issued official warnings about fraudulent investment offerings and other scams that target investors. Many … Continue reading

Directors and officers face increased liability risk due to climate change

Photo of Gerard G. PechtPhoto of Seth M. KruglakPhoto of Lisa SchapiraBy Gerard G. Pecht, Seth M. Kruglak and Lisa Schapira on Posted in Civil claims, Class actions, Cross border issues, Securities regulatory decisions
Climate change has been a focus in the United States for quite some time now, and the US Securities and Exchange Commission (SEC) published interpretive guidance on climate change disclosures a decade ago. However, the times are changing—and the potential liability for directors and officers has never been higher. Climate change disclosures have been debated … Continue reading

US federal court holds unsponsored ADRs may be subject to US securities laws

Photo of Seth M. KruglakBy Seth M. Kruglak and Ashley Kuempel on Posted in Cross border issues, Legislation, rules and policies, Other developments
On January 28, 2020, in a case that potentially expands the liability of foreign companies, the US District Court for the Central District of California denied a foreign defendant’s motion to dismiss securities law claims brought by US purchasers of its unsponsored, unlisted American Depository Receipts (ADRs). Specifically, in Stoyas v. Toshiba Corp., — F. … Continue reading

Insider trading prosecutions may increase after Second Circuit decision lowered barriers to convict

Photo of Kevin James HarnischPhoto of Ilana Beth SinkinPhoto of Vijay RaoBy Kevin James Harnisch, Ilana Beth Sinkin and Vijay Rao on Posted in Cross border issues, Other developments, White collar crime
The Second Circuit recently determined that the criminal securities fraud provisions that were enacted as part of the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley) have less onerous requirements for proving insider trading than under the general antifraud provisions of the Securities Exchange Act of 1934 (Exchange Act), specifically Section 10(b) of the Exchange Act. Section 10(b) … Continue reading

Blockchain law: Laying down the law for digital assets

Photo of Robert A. SchwingerBy Robert A. Schwinger on Posted in Cross border issues, Legislation, rules and policies, Other developments
Federal legislators, regulators and enforcers have been making enforcement pronouncements and new proposals to try to keep up with the social, economic, political and legal issues posed by the issuance, use and trading of digital assets built on blockchain technologies. In this edition of his Blockchain Law column, Robert A. Schwinger describes some of the … Continue reading

Proposed Changes to the Ontario Class Proceedings Act, 1992 Would Benefit Defendants and Their Insurers in Securities Class Actions

Photo of Linda FuerstBy Linda Fuerst on Posted in Class actions, Cross border issues, Other developments
The Ontario government’s recent announcement of proposed changes to Ontario’s class proceedings legislation bodes well for defendants and their insurers. If the amendments become law, they would provide greater latitude to defendants seeking to narrow or dismiss claims prior to certification, make certification a somewhat steeper hill for class counsel to climb, and provide mechanisms … Continue reading

Alberta Securities Commission signs Enhanced Memorandum of Understanding to strengthen cross-border enforcement cooperation

Photo of Steven LeitlBy Steven Leitl on Posted in Cross border issues, Legislation, rules and policies, Other developments
In July 2019, the Alberta Securities Commission (ASC) joined other signatories, including the Ontario Securities Commission and the United States Securities and Exchange Commission (SEC), by signing the International Organization of Securities Commissions’ (IOSCO) Enhanced Multilateral Memorandum of Understanding Concerning Consultation and Cooperation and the Exchange of Information (EMMoU). This step by the ASC reflects … Continue reading

Liability Rumblings Along the Blockchain

Photo of Robert A. SchwingerBy Robert A. Schwinger on Posted in Cross border issues, Other developments
In his Blockchain Law column, Robert A. Schwinger writes: When parties interact in transactions conducted via blockchain technology, they may find themselves in relationships to one another that the law has not yet had the opportunity to clearly define. Courts, commentators, governmental officials, litigants and legislatures are now exploring which participants in various kinds of blockchain-based activities … Continue reading

US Second Circuit rules Issuer’s statements concerning regulatory compliance too generic to constitute material misstatements

Photo of Geoff MensBy Geoff Mens on Posted in Class actions, Cross border issues
On March 5, 2019, the United States Court of Appeal for the Second Circuit affirmed the dismissal of a class action claim alleging securities fraud based on purportedly misleading statements made by an Issuer regarding its regulatory compliance efforts. The Second Circuit concluded that the Issuer’s statements were too generic to cause a reasonable investor … Continue reading

US Tenth Circuit holds SEC can apply antifraud provisions extraterritorially in certain situations

Photo of Seth M. KruglakBy Seth M. Kruglak on Posted in Cross border issues, Other developments, White collar crime
One trend running through recent U.S. Supreme Court decisions is a sense of caution in expanding the scope of U.S. law to extraterritorial activities.  To that end, the Court has instructed that a statute does not apply extraterritorially unless the text clearly shows the U.S. Congress intended such a result.  Notably, the Tenth Circuit recently … Continue reading

SEC Takes Aim at Digital Tokens and Smart Contracts

Photo of Robert A. SchwingerBy Robert A. Schwinger on Posted in Cross border issues, Other developments
In his Blockchain Law column, Robert A. Schwinger discusses a wave of new enforcement actions brought by the SEC targeting blockchain-based digital token ventures under a variety of provisions in the securities laws. These proceedings show the breadth of the approaches the SEC is taking toward enforcement in this area, perhaps most notably in one case … Continue reading

Be Careful What You Say – SEC successfully concludes enforcement proceedings against robo-advisors for false advertising and misleading disclosures

Photo of Andrew McCoombBy Andrew McCoomb on Posted in Cross border issues, Other developments, Securities regulatory decisions
On December 21, 2018, the Securities and Exchange Commission (SEC) settled proceedings against two robo-advisors for making false statements about investment products and publishing misleading advertising. The proceedings were the SEC’s first enforcement actions against robo-advisors, providing guidance on some of the disclosure issues robo-advisors may face going forward. Wealthfront proceedings The first action involved … Continue reading

Personal jurisdiction in the age of blockchain

Photo of Robert A. SchwingerBy Robert A. Schwinger on Posted in Cross border issues, Other developments
As commercial activity increasingly intertwines with applications of blockchain technology with participants around the world, courts have had to grapple with the personal jurisdiction implications of such arrangements. Will participants in these blockchain applications based outside the United States find themselves subject to U.S. jurisdiction when disputes arise, based on how they have conducted their … Continue reading

Forum Selection Clauses in Delaware Corporate Charters Invalid as to Securities Claims

Photo of Thomas J. HallBy Thomas J. Hall on Posted in Cross border issues, Other developments
The Delaware Chancery Court recently faced a challenge to forum selection clauses in certificates of incorporation of three Delaware corporations that required shareholder claims under the Securities Act of 1933 be brought in U.S. federal court, thereby barring the state forum.  For securities cases, defendant corporations generally prefer the U.S. federal courts which are viewed … Continue reading

The Hard Way – SEC announces first penalties and compliance roadmap for unregistered ICOs

Photo of Andrew McCoombBy Andrew McCoomb on Posted in Cross border issues, Other developments, Securities regulatory decisions, Uncategorized
On November 16, 2018, the Securities and Exchange Commission (SEC) announced consent orders settling actions in respect of two unregistered initial coin offerings (ICOs), including the first fines levied against non-compliant ICO issuers made by the SEC to date. The consent orders demonstrate the SEC’s willingness to follow through with enforcement proceedings against issuers of … Continue reading

DOJ provides additional insight on compliance and investigations matters

Photo of Kevin James HarnischPhoto of Keith M. RosenPhoto of Paul SumilasPhoto of Ilana Beth SinkinPhoto of Vijay RaoBy Kevin James Harnisch, Keith M. Rosen, Paul Sumilas, Ilana Beth Sinkin and Vijay Rao on Posted in Cross border issues, Legislation, rules and policies, Other developments, White collar crime
On October 25, 2018, John Cronan, Principal Deputy Assistant Attorney General of the Criminal Division of the US Department of Justice (DOJ), delivered an important speech that touched on several key issues for legal and compliance counsel trying to balance business realities with regulator expectations, particularly with respect to compliance with the US Foreign Corrupt … Continue reading

What auditors need to know about blockchain

Photo of Robert A. SchwingerBy Robert A. Schwinger on Posted in Cross border issues, Legislation, rules and policies, Other developments
The implications of blockchain and other disruptive technologies for many legal areas have been addressed by a variety of regulators. While much attention has been focused on the pronouncements by bodies such as the US Securities and Exchange Commission, other regulators have been looking at these matters as well. A recent speech by a member … Continue reading

Quebec Superior Court dismisses action for damages against Autorité des marchés financiers

Photo of Sophie MelchersPhoto of Caroline LaroucheBy Sophie Melchers and Caroline Larouche on Posted in Civil claims, Cross border issues, Other developments
In Mallat c. Autorité des marchés financiers de France, 2018 QCCS 3867, Cohen J. granted a motion to dismiss an action brought by three Ubisoft executives (Plaintiffs) against the Autorité des marchés financiers de France (AMFF) and the Autorité des marchés financiers du Québec (AMFQ). Among many demands[1], the Plaintiffs requested declarations that the Multilateral … Continue reading

SEC to Resume Administrative Law Proceedings Following Supreme Court Ruling

Photo of Robert A. SchwingerBy Robert A. Schwinger on Posted in Cross border issues, Securities regulatory decisions
In response to the U.S. Supreme Court’s June 21, 2018 decision in Lucia v. SEC, No. 17-130, holding that administrative law judges (ALJs) at the U.S. Securities and Exchange Commission (SEC) had been improperly appointed because they had been appointed by SEC staff rather than the President or the full SEC, which was discussed in … Continue reading

The Importance of Cooperation Among Interjurisdictional Securities Regulators: United States Securities and Exchange Commission v. Autorité des marchés financiers, 2018 QCCQ 4417

Photo of Sophie MelchersBy Sophie Melchers on Posted in Cross border issues, Other developments, White collar crime
In the recent decision of United States Securities and Exchange Commission v. Autorité des marchés financiers, 2018 QCCQ 4417, the Quebec Court, Criminal and Penal Chamber held that the United States Securities and Exchange Commission (SEC) had the required interest under section 122 of the Code of penal procedure (CPP) to be allowed to examine … Continue reading

Copy and Paste Securities Fraud? The U.S. Supreme Court to Decide

Photo of Seth M. KruglakPhoto of Lisa SchapiraBy Seth M. Kruglak and Lisa Schapira on Posted in Cross border issues, Other developments, White collar crime
Last month, the U.S. Supreme Court granted certiorari to hear a case where an investment banker copied and pasted misstatements from his boss into emails that, at his boss’s request, he sent to prospective debenture purchasers.  In Lorenzo v. Securities and Exchange Commission, 872 F.3d 578 (D.C. Cir. 2017), a divided United States Court of Appeals … Continue reading
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