Regulatory Enforcement

As an officer or director of a public company, there are few things that will impact your professional life more profoundly than an investigation by the U.S. Securities & Exchange Commission’s Division of Enforcement. As an SEC investigation is launched, it is critical that you do not become lost among the frenzy of external and […]

When the Securities and Exchange Commission recently settled charges against Tyson Foods and its former chairman and CEO Donald Tyson—stemming from $3 million in perquisites and personal benefits paid out to Tyson and other family members—it marked the second case related to how companies dole out perks, and how they disclose them to investors. The […]

An individual who acquires more than 5 percent of a company’s stock can’t be sued for failing to file a detailed disclosure form with the Securities and Exchange Commission, a federal appeals court has ruled, finding that such disclosure is only required when there is a tender offer or an accumulation of stock that affects […]

The U.S. Supreme Court heard arguments last week in the criminal prosecution of Arthur Andersen—a case which many see as an example of prosecutorial zeal that leaves companies in the dark about whether actions that are common practice today might be seen as unlawful tomorrow. Andersen was convicted of witness tampering for conduct that took […]

The Coca-Cola Co. agreed last week to make changes to its compliance procedures to settle charges by the Securities and Exchange Commission that the world’s largest soft drink maker engaged in “channel stuffing” to inflate its sales numbers for several years in the late 1990s. The SEC alleged that, during a three-year period, Coke asked […]

A company’s proxy statement relating to its compensation plan is not materially misleading if it discloses the number of securities underlying the company’s obligation to deliver shares when an option-holder exercises options under the plan, a federal appeals court has ruled. In suing The Boeing Co., a shareholder claimed that the company violated Item 10 […]

The U.S. Supreme Court refused last week to make it easy for investors to recover on a “fraud on the market” theory. The San Francisco-based 9th Circuit had ruled that Dura Pharmaceuticals could be sued if the price of its stock was inflated due to fraud, even if a later stock decline could not be […]

The U.S. Supreme Court refused last week to make it easy for investors to recover on a “fraud on the market” theory. The San Francisco-based 9th Circuit had ruled that Dura Pharmaceuticals could be sued if the price of its stock was inflated due to fraud, even if a later stock decline could not be […]

In 2004, the number of private securities class action cases filed in federal court increased to 203 from the 176 filed in 2003, according to a recent study by PricewaterhouseCoopers. Although the number is up slightly, it is down significantly from the peak of 245 cases filed in 1998, the year that the Securities Litigation […]