January 7, 2015 –
Board member liability; SEC overreach? (Securities Edge Dec. recap)

Here is your recap of important topics we covered last month in our blog, The Securities Edge. Did you miss them? Sign up now to receive future blog posts by email as soon as each is published.

Liability trends

Directors and officers beware: You could be individually liable for your entity’s Bank Secrecy Act or Office of Foreign Assets Control violations

When it comes to liability for BSA or OFAC violations, the Financial Crimes Enforcement Network and federal regulators might not limit penalties to the entity committing violations, and may also penalize individual directors and officers of those entities. Read more >>

Bob’s Upticks

Timely news and comments on securities and corporate governance developments.

• There ought to be a law

A great deal has been written about the recent reversal of two insider trading convictions.

The courts have a way of dealing with cases that shouldn’t have been brought in the first place, and in this and some other prosecutions, the outcome was the “misappropriation” theory of insider trading.

• What’s good for the goose …

Recent news that SEC Commissioner Daniel M. Gallagher had gone after the Harvard Shareholder Rights Project, in effect telling the project that its actions violate the federal securities laws, drew a response from Gunster attorney Bob Lamm:

[I]f he really thinks that there’s a violation here, perhaps he should have whispered in the ear of the enforcement division that it might want to look into this. Instead, he’s behaving somewhat like a bully.

Does this comment sound familiar? Perhaps you saw Lamm’s blog post mentioned in Andrew Ross Sorkin’s article in The New York Times on Monday: An unusual boardroom battle, in academia (NYT Dealbook, 1/5/15).

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