The SEC’s Division of Enforcement announced on April 29, 2021 settled enforcement actions against eight companies for failure to adequately disclose the reasons for their inability to timely file their Form 10-Ks or Form 10-Qs when filing a Form 12b-25 (commonly known as “Form NT”) to extend the time to
Continued SEC Focus on SPACs
As we discussed in our posting at the end of 2020, “SEC Focus on SPACs“, special purpose acquisition companies (SPACs) have become an important investment vehicle and source of M&A activity and the focus of heightened attention from the SEC staff. SPAC transactions include initial public offerings and…
SEC Provides COVID-19 Disclosure Guidance
The SEC’s Division of Corporation Finance issued new COVID-19 disclosure guidance on March 25, 2020. This follows earlier guidance and relief offered by the Staff. (See the links here, here and here, for example.) The SEC is encouraging thoughtful, tailored and widely disseminated disclosure by affected companies, even…
Locke Lord QuickStudy: IRS Provides Guidance to Taxpayers Concerning Cryptocurrencies
…
Locke Lord QuickStudy: Exchangers Beware: FinCEN Issues First Fine Against a P2P Virtual Currency Exchanger
On April 18, 2019, the Financial Crimes Enforcement Network (“FinCEN”) announced1 a civil monetary penalty against an individual for operating a peer-to-peer virtual currency exchanger. FinCEN assessed a $35,350 civil monetary penalty against Eric Powers of Kern County, California for willfully violating registration and reporting requirements under the Bank…
Private Offerings After Testing-the-Waters
The SEC recently proposed allowing all issuers (not just emerging growth companies) to test-the-waters with qualified institutional investors (QIBs) and institutional accredited investors (IAIs) before and after filing a registration statement.[1] The commentary about this proposal has focused primarily on the ability to talk to investors without its being…
Dealing with Disclosure in the Face of a Corporate Crisis
The recent settled SEC enforcement action, and related criminal proceeding resolved with a deferred prosecution agreement, against Lumber Liquidators is a reminder of the need for accurate and complete disclosure even when responding to adverse publicity that can harm the company.[1]
Lumber Liquidators, a seller of discount hardwood flooring,…
Cyber Threats and Internal Accounting Controls
On October 16, 2018, the Securities and Exchange Commission (“SEC”) issued an investigative report (see here) pursuant to Section 21(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) warning public companies that become victims of cyber-related frauds that they may violate the federal securities laws if they…