Recalibrating Compliance Programs Under Trump 2.0

by Adam Siegel, Eric Bruce, Daniel Cendan, and Emmeline Chen

Photos of the authors

Left to right: Adam Siegel, Eric Bruce, Daniel Cendan, and Emmeline Chen (photos courtesy of authors)

Nearly two months into his second presidential term, President Trump and his Administration have engaged in a flurry of activity, issuing over 80 executive orders (EOs), 20 memoranda, and a dozen proclamations, as well as making personnel adjustments and redeploying various federal resources.  Together with his Cabinet members, President Trump has sought to swiftly roll out policy initiatives, many of which reflect a significant change in course from the United States’ prior approaches and create uncertainty and new risks across multiple sectors.  

Continue reading →

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.

Continue reading →

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.

Continue reading →

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.

Continue reading →

Personal and Ephemeral Messaging Platforms: A Priority Target for Enforcement and Regulators.

by David Craig, Michael Koenig, and Mark Rosman

Photos of the authors

Left to right: David Craig, Michael Koenig, and Mark Rosman (photos courtesy of Secretariat and Proskauer Rose)

In the not-too-distant past, professionals used email as their primary, if not their only, means of electronic communication. Texting was a futuristic novelty but also clumsy endeavor requiring between one and four button pushes on a small keypad to produce a single letter on an even smaller screen. It goes without saying, text messaging was ill-suited for rapid and substantive business communications. While a company’s employees occasionally sent work-related text messages for scheduling purposes, clear dividing lines generally existed between personal and professional communication. This made litigation holds and discovery relatively straight forward: discoverable business-related communications were in one bucket and non-discoverable personal communications were in another.

Continue reading →

When Does Caremark Have Teeth?

by Jennifer Arlen

Photo of the author

Photo courtesy of the author

Directors’ liability for corporate trauma stemming from their failure to carry out their duties to oversee and terminate corporate misconduct is a vital tool in the effort to deter corporate crime. Delaware’s Caremark doctrine imposes such duties and liability on directors but this liability is only effective when two conditions are met: First, the corporate trauma must result from a legal violation, as opposed to a business risk.  Second, the legal violation must constitute a “mission critical legal risk” (MCLR), as only then are directors subject to sufficiently specific and binding oversight duties to induce them to exert greater oversight over both compliance and suspected MCLR misconduct.[1]

Continue reading →

Explaining Credit Scores – The ECJ Rules on Automated Credit Assessments

by Katja Langenbucher and Kevin Bauer

Photos of the authors

Left to right: Katja Langenbucher and Kevin Bauer (photos courtesy of authors)

A little over a year ago, the SCHUFA tightened the requirements for credit scoring under the EU GDPR. On February 27, the Court handed down further instructions on providing scored consumers with “meaningful information about the logic involved” as required by Art. 15(1)(h) of the GDPR.

Continue reading →

Cryptoasset Developments: Banking Regulators Reversing Anti-Crypto Stance

by Kevin S. Schwartz, David M. Adlerstein, and Ledina Gocaj

Photos of authors

Left to right: Kevin S. Schwartz, David M. Adlerstein, and Ledina Gocaj (photos courtesy of Wachtell, Lipton, Rosen & Katz)

In a significant shift, the Office of the Comptroller of the Currency (OCC) recently issued an interpretive letter empowering national banks to make their own business decisions related to cryptoasset products and services. The OCC guidance, which rescinds its prior-approval requirement for national banks to engage in cryptoasset activities, comes on the heels of an announcement that the FDIC is reassessing its own supervisory approach after disclosing “pause” letters that it had previously sent to 24 banks interested in crypto-related activities. Together, these developments signal an abrupt end to the bank regulators’ arbitrarily imposed ban on banks engaging in cryptoasset-related activities, an important step forward that we had endorsed.

Continue reading →

A New FTC Labor Task Force

by Bruce McCulloch, Justin Stewart-Teitelbaum, Nina Frant, Angela Landry, and Emily Abbott

Photos of the authors

Left to right: Bruce McCulloch, Justin Stewart-Teitelbaum, Nina Frant, Angela Landry, and Emily Abbott (photos courtesy of Freshfields)

On February 24, 2025, Federal Trade Commission (“FTC”) Chairman Andrew Ferguson announced the creation of a new labor task force. The task force calls for the FTC’s Bureau of Competition, Bureau of Consumer Protection, Bureau of Economics, and Office of Policy Planning (“OPP”) to coordinate to investigate corporate labor practices that affect consumers. The task force was formally created via memorandum on February 26, 2025.

Continue reading →

Crippling the FCPA Is Bad Business for the U.S.

by Stephen M. Kohn

Photo courtesy of the author

On February 10, President Donald Trump issued an Executive Order (E.O.) to pause enforcement of the Foreign Corrupt Practices Act (FCPA). The E.O. is based upon the inaccurate premise that the United States’ enforcement of the anti-bribery law unfairly cracks down on U.S. companies and harms their competitiveness in the global marketplace. During the pause, the Justice Department will reevaluate the enforcement strategies behind the FCPA, and presumably approve a new approach to FCPA enforcement. But the intent behind the Executive Order does not bode well for future U.S. prosecutions of criminal bribe paying in foreign countries.

Continue reading →