Category Archives: Securities and Exchange Commission (SEC)

SEC’s Newest Task Force Takes Cross-Border Aim

by Jina L. Choi, Gabriela Li, David Woodcock, and Emily Rumble

photos of authors

From left to right: Jina L. Choi, Gabriela Li, David Woodcock, and Emily Rumble (photos courtesy of Gibson, Dunn & Crutcher LLP)

In line with the Trump Administration’s America First Investment Policy and perhaps in response to entreaties from Congress and state regulators to protect the U.S. capital markets from unscrupulous foreign actors, the SEC announced the formation of a Cross-Border Task Force within its Division of Enforcement on September 5, 2025.[1] The task force will focus on investigating foreign-based issuers for potential market manipulation, such as pump-and-dump and ramp-and-dump schemes, and will increase scrutiny of gatekeepers, particularly auditors and underwriters, who help foreign issuers access the U.S. capital markets. The statement notably singles out China as a jurisdiction where governmental control and other factors pose unique investor risks.

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SEC Chair Atkins Unveils “Project Crypto” to Modernize US Securities Regulation

by Jeremy Moorehouse, Zachary Goldman, Benjamin Neaderland, and Matthew Beville

Left to right: Jeremy Moorehouse, Zachary Goldman, Benjamin Neaderland, and Matthew Beville (photos courtesy of WilmerHale)

Introduction

On July 31, 2025, SEC Chairman Paul Atkins delivered a major policy address at the America First Policy Institute in Washington, D.C., unveiling “Project Crypto”—a Commission-wide initiative to modernize securities regulation in support of President Trump’s vision of the United States as the “crypto capital of the world.” Framing the moment as a defining opportunity for American leadership in digital finance, Atkins outlined a regulatory agenda focused on integrating “on-chain” (on blockchain technology) software systems into US markets, enabling decentralized finance, and launching a new “innovation exemption” to accelerate the commercial deployment of novel technologies. His remarks signal a significant shift toward a more flexible regulatory posture that could shape the future of the US digital asset market for years to come.

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Second Circuit Reinstates FIFA Bribery Convictions, Reviving Honest Services Fraud Prosecutions for Foreign Commercial Bribery

by David A. Last, Rahul Mukhi, Victor L. Hou, Lisa Vicens, Matthew M. Yelovich, and Sarah Pyun

From left to right:  David A. Last, Rahul Mukhi, Victor L. Hou, Lisa Vicens, Matthew M. Yelovich, and Sarah Pyun (photos courtesy of Cleary Gottlieb Steen & Hamilton LLP)

In a significant decision with broad implications for companies and individuals operating internationally, the U.S. Court of Appeals for the Second Circuit has reversed the acquittal of a former media executive and a sports marketing company in the long-running FIFA bribery investigation.[1]  The ruling reinstates jury convictions for honest services wire fraud and money laundering conspiracy, holding that the federal honest services fraud statute, 18 U.S.C. § 1346, can apply to foreign commercial bribery schemes.[2]

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New Orders Lifting Bars Signal Shift by SEC

by Joel M. Cohen, Ladan Stewart, and Robert DeNault

Photos of the authors

Left to right: Joel M. Cohen, Ladan Stewart, and Robert DeNault (photos courtesy of White & Case LLP)

In recent months, the U.S. Securities and Exchange Commission has signaled a shift in its approach to applications to lift administrative bars that restrict participation in the securities industry.  This suggests there is presently a window of opportunity for individuals subject to temporary or permanent bars to seek relief from the Commission.  Along the same lines, we expect the Commission to be more open to applications for waivers from statutory disqualifications triggered by many SEC orders.

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Bipartisan Bill Offers Needed Reforms to SEC Whistleblower Program

By Stephen M. Kohn and Geoff Schweller

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Stephen M. Kohn and Geoff Schweller (photos courtesy of the authors)

Since it was established in 2010, the U.S. Securities and Exchange Commission (SEC) Whistleblower Program has emerged as the gold standard for whistleblower award programs. Through a combination of anonymous reporting channels, anti-retaliation protections, transnational reach, and mandatory whistleblower awards, the program has generated tens of thousands of tips, resulted in the collection of over $6 billion in sanctions from fraudsters and the return of over $1.3 billion directly to harmed investors.

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Evolution of AI Washing Enforcement: DOJ Enters the Picture

by Joel M. Cohen, Gabriella Margaux Pérez Klein, and Robert DeNault

Left to right: Joel M. Cohen, Gabriella Margaux Pérez Klein, and Robert DeNault (photos courtesy of White & Case LLP)

On April 9, the U.S. Department of Justice and Securities and Exchange Commission announced parallel cases against the founder and former CEO of an artificial intelligence startup for allegedly misleading investors about his former company’s product capabilities.  The cases are the latest salvo in regulatory focus on AI companies and their public statements about the products they offer.

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SEC Now Requires Commission Approval for Subpoenas, but Says It Is Not ‘Walking Away’ From Enforcement

by Andrew Goldstein, Elizabeth Skey, and Bingxin Wu

Photos of the authors

Left to right: Andrew Goldstein, Elizabeth Skey and Bingxin Wu (photos courtesy of Cooley LLP)

On March 10, 2025, the US Securities and Exchange Commission (SEC) adopted a final rule that will require a majority of the commissioners to agree before the SEC formally opens an investigation. For the past 15 years, that power had been delegated to the SEC’s director of enforcement – enabling SEC staff attorneys to issue subpoenas to companies and individuals without approval of the commission. The new rule will make it more difficult for staff to gain subpoena power, adding a bureaucratic hurdle that could slow investigations down. At the same time, however, Acting Deputy Director of the Division of Enforcement Antonia Apps has insisted publicly that the SEC is not “walking away” from enforcement, but will focus on core areas, such as fraud and deceptive market practices.

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Lessons Learned: One Year of Form 8-K Material Cybersecurity Incident Reporting

by Charu A. Chandrasekhar, Erez Liebermann, Benjamin R. Pedersen, Paul M. Rodel, Matt Kelly, Anna Moody, John Jacob, and Talia Lorch 

Photos of authors.

Top (left to right): Charu A. Chandrasekhar, Erez Liebermann, Benjamin R. Pedersen, and Paul M. Rodel. Bottom (left to right): Matt Kelly, Anna Moody, John Jacob, and Talia Lorch. (Photos of courtesy of Debevoise & Plimpton LLP)

On December 18, 2023, the Securities and Exchange Commission’s (the “SEC”) rule requiring disclosure of material cybersecurity incidents became effective. To date, 26 companies have reported a cybersecurity incident under the new Item 1.05 of Form 8-K (“Item 1.05”). After over a year of mandatory cybersecurity incident reporting, we examine the key trends and takeaways.

Key Takeaways from a Year of Cybersecurity Incident Reporting on Form 8-K

In early 2024, companies filed a flurry of Forms 8-K under Item 1.05, which stated that the relevant cybersecurity incidents did not have material impacts on the companies’ financial conditions or results of operations. These disclosures were in response to the SEC’s rules requiring that cybersecurity incident disclosures include a description of “the material aspects of the nature, scope, and timing of the incident, and the material impact or reasonably likely material impact on the issuer, including its financial condition and results of operations.” Following these disclosures, the SEC clarified its expectations for cybersecurity incident reporting in a statement issued by the Director of the SEC’s Division of Corporation Finance (the “Statement”), as well as through several comment letters issued by the Staff of the SEC (the “Staff”) to companies which filed Item 1.05 Forms 8-K.

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SEC Staff Clarifies That Meme Coins Are Not Securities

by Jenny Cieplak, Zachary Fallon, Ghaith Mahmood, Yvette D. Valdez, Stephen P. Wink, and Deric Behar

Photos of authors.

Top left to right: Jenny Cieplak, Zachary Fallon, and Ghaith Mahmood. Bottom left to right: Yvette D. Valdez, Stephen P. Wink, and Deric Behar. (Photos courtesy of Latham & Watkins LLP)

The Staff stated that most meme coins are not subject to federal securities laws or SEC fraud enforcement; who will oversee meme coins remains an open question.

On February 27, 2025, the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance published a Staff Statement on Meme Coins (the Statement). The Statement is the first tangible clarification of how the federal securities laws apply to a specific category of crypto since President Trump issued an executive order on digital assets (for more information, see this Latham blog post) and the SEC established a Crypto Task Force (for more information, see this Latham blog post). The Statement is responsive to the Crypto Task Force’s first priority (as highlighted by SEC Commissioner Hester Peirce, who leads the task force): determining the status of digital assets under the securities laws.

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The Tide Continues to Turn on the ESG Regulatory Front

by Steven A. Rosenblum, Adam O. Emmerich, David A. Katz, Andrew J. Nussbaum, Karessa L. Cain, John L. Robinson, Elina Tetelbaum and Allison Rabkin Golden

Photos of the authors

Top left to right: Steven A. Rosenblum, Adam O. Emmerich, David A. Katz and Andrew J. Nussbaum. Bottom left to right: Karessa L. Cain, John L. Robinson, Elina Tetelbaum and Allison Rabkin Golden (Photos courtesy of Wachtell, Lipton, Rosen & Katz).

Recently, there’s been a series of developments where regulators, major index funds, and proxy advisors took steps to diminish the role of environmental, social and governance (ESG) initiatives at public companies.

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