Tag Archives: Mark S. Bergman

In Global First, the United Kingdom Moves Toward Mandatory Climate-Related Disclosures by 2025

by Mark S. Bergman, Ariel J. Deckelbaum, Brad S. Karp, Elizabeth M. Sacksteder, Scott P. Grader, Frances F. Mi, William J. O’Brien, David G. Curran, and Sofia D. Martos

On November 9, 2020, a UK taskforce chaired by HM Treasury and made up of UK regulators and government officials (the “Taskforce”) published the Interim Report of the UK’s Joint Government-Regulator TCFD Taskforce (the “Interim Report”), along with a roadmap to achieving its recommendations (the “Roadmap”).[1] The Interim Report concluded that the United Kingdom should move towards mandatory TCFD-aligned disclosures across all sectors of the UK economy over the next five years. The Roadmap presents a five-year timeline of planned or potential regulatory actions or legislative measures across seven categories of organizations: listed commercial companies; UK-registered large private companies; banks and building societies; insurance companies; asset managers; life insurers and regulated pension schemes; and occupational pension schemes. The UK Government expects a significant portion of mandatory requirements to be in place by 2023.

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SEC Settles Charges Against BMW AG for Failure to Provide Accurate Disclosure in Rule 144A Bond Offerings

by Mark S. Bergman, Richard A. Rosen, and Tong Yu

On September 24, 2020, the SEC announced[1] settled charges against BMW AG and two of its U.S. subsidiaries for inaccurate and misleading disclosures included in offering memoranda for Rule 144A offerings of bonds in the United States. The enforcement action arose out of improper reporting of retail sales of BMW vehicles. The enforcement action was based on violations of Section 17(a)(2) and (a)(3) of the U.S. Securities Act of 1933 (the “Securities Act”).[2]

This enforcement action is notable in that it is highly unusual for the SEC to pursue disclosure claims against a foreign issuer (that is not an SEC registrant) undertaking an offering of securities in the United States on a private basis. In 2003, the SEC brought an action against Parmalat Finanziara S.p.A. for violations of Section 17(a) in connection with debt offerings in the United States; the claims arose out of the financial scandal involving Parmalat and certain of its senior managers and directors.

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ESG Disclosures: Task Force on Climate-Related Financial Disclosures

by Mark S. Bergman, Ariel J. Deckelbaum, Jeh Charles Johnson, Brad S. Karp, Loretta E. Lynch, Richard A. Rosen, Audra J. Soloway, Frances F. Mi, and David G. Curran

The disclosure recommendations of the Task Force on Climate-related Financial Disclosures (“TCFD”), which consider the physical, liability and transition risks associated with climate change, are intended to facilitate the development of voluntary and consistent climate-related financial disclosures by companies for investors, lenders, insurers and other stakeholders. Since their publication in 2017, the TCFD recommendations have emerged as a leading international framework for climate-related disclosures, although uptake on these standards has been slower in the United States than elsewhere. The number of companies that reference the TCFD recommendations in their disclosures is steadily increasing, and industry leaders continue to call on companies to adopt these recommendations.

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ESG Disclosures: The Push for Consistent and Comparable Standards – Europe

by Mark S. Bergman, Ariel J. Deckelbaum, Jeh Charles Johnson, Brad S. Karp, Loretta E. Lynch, Richard A. Rosen, and Audra J. Soloway

Key Takeaways

  • The European Union has taken a leading role in advancing ESG disclosure requirements across the full spectrum of sustainability topics. Some of the initiatives are focused largely on climate issues, while others address the broader sustainability landscape.
  • In the absence of international consensus on ESG disclosure requirements, EU regulations and guidance could begin to shape disclosure in other jurisdictions.

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VinDAX Is the Seventh Cryptocurrency Exchange Hacked This Year: What Should Investors Be Considering?

by Mark S. Bergman, Roberto Finzi, Christopher D. Frey, Manuel S. Frey, David S. Huntington, Jeannie S. Rhee, Raphael M. Russo, Jonathan H. Ashtor, Steven C. Herzog, Daniel J. Klein, and Apeksha S. Vora

On November 5, 2019, Vietnam-based cryptocurrency exchange VinDAX was hacked, losing half a million U.S. dollars’ worth of funds spread across 23 different cryptocurrencies.[1] The VinDAX hack marks the latest in a series of cryptocurrency exchange hacks and data breaches that have taken place this year, and is part of a larger and growing trend of digital currency heists that have occurred since Bitcoin, the first cryptocurrency, was introduced in 2008.[2] In July of this year, Japan-based cryptocurrency exchange Bitpoint was also hacked, losing about $32 million in cryptocurrency,[3] and earlier this year, hackers stole $16 million worth of cryptocurrency from New Zealand-based Cryptopia.[4]  Losses from cryptocurrency hacks this year alone are reported to have totaled around $1.39 billion worth of assets.[5] Continue reading →