In the News

Kit Addleman in Inside Counsel: Full Disclosure

It's been more than a decade since a series of scandals involving companies like WorldCom and Enron made headlines, exposing levels of financial fraud that startled most Americans and put federal regulators into a state of high alert. >>

Four Haynes and Boone Lawyers Join the Firm On Shortlist for 2014 Americas Women in Business Law Awards

Haynes and Boone, LLP has received eight nominations for the third annual Americas Women in Business Law Awards, presented by Euromoney Legal Media Group. Four firm lawyers are shortlisted for individual awards which recognize excellence in specific practice areas. Haynes and Boone is also nominated for its initiatives in four firm wide categories, as well as the best overall firm in a region. >>



Recent Publications

The SEC Continues its “Broken Windows” Initiative with Charges of Late Filings of Ownership Reporting and Rule 105 Violations

In the last week, the Securities and Exchange Commission has announced charges in two separate investigations related to its “Broken Windows” initiative, signaling that the Commission’s focus on what some may characterize as “minor violations” will continue. >>

Law360 Guest Article: 4th Circ. Decision May Expand SEC’s List Of Defendants

Since the 2011 U.S. Supreme Court decision in Janus Capital Group Inc. v. First Derivative Traders, 131 S. Ct. 2296 (2011), the U.S. Securities Exchange Commission’s Enforcement Division operated under the assumption that only the “maker” of a statement could be charged in an enforcement action for false or misleading statements under Section 10(b) of the Exchange Act. >>

Directors Beware: ISS Urges Ouster of Target’s Directors in the Wake of its Data Breach

Institutional Shareholder Services (“ISS”), a prominent proxy adviser, has issued a report urging Target Corporation’s shareholders to oust seven of the company’s directors for “failure to provide sufficient risk oversight” on cybersecurity. >>

Fourth Circuit Holds that Criminal Enforcement of Rule 10b-5 Violation is not Limited to “Makers” of Statements

On May 7, the Fourth Circuit held that the Supreme Court’s decision in Janus Capital Group, Inc. v. First Derivative Traders, 131 S. Ct. 2296 (2011), did not apply in the context of a criminal prosecution for a violation of Rule 10b-5. >>

Defining Foreign Government and Foreign Officials under the FCPA

Under the Foreign Corrupt Practices Act (the “FCPA”), it is unlawful for companies to bribe or make corrupt payments to officials of foreign governments or of any “instrumentality” thereof. >>



Kit Addleman

Partner

Dallas


2323 Victory Avenue
Suite 700
Dallas, 75219
T +1 214.651.5783
F +1 214.200.0860

Fort Worth


201 Main Street
Suite 2200
Fort Worth, 76102
T +1 817.347.6600
F +1 817.347.6650

Áreas de Practica

Educación

  • J.D., Oklahoma City University School of Law, 1986, with distinction
  • B.A., American and Comparative Politics, Wake Forest University, 1983

Bar Admissions

  • Texas, 1990
  • Oklahoma, 1986
Kit Addleman

Kit Addleman is a partner in the Dallas and Fort Worth offices of Haynes and Boone, where she is a member of the White Collar Defense and Investment Funds Practice Groups. Kit is also co-head of the firm's Crisis Management Practice Group. Whether she is defending clients against charges of wrongdoing or helping clients stay off the government's radar, Kit uses the extensive experience she gleaned at the SEC to provide vigorous representation to advance her clients' interests.  

Kit defends companies and their executives and directors against charges of civil and criminal misconduct, particularly investigations and litigation by the Securities and Exchange Commission and Department of Justice. Many of her experiences involve defending allegations of accounting and financial fraud, insider trading, hedge fund and advisor fraud, and Foreign Corrupt Practices Act violations.

She also counsels public companies, investment advisors, hedge funds and broker-dealers concerning compliance with the securities laws and SEC rules.

Prior to joining Haynes and Boone at the end of 2009, Kit was the regional director of the Atlanta Regional Office of the SEC. She led the enforcement, examination and bankruptcy programs for the SEC in five Southeastern states, which included directing the enforcement priorities and resolutions of investigations and litigation. Kit has more than 20 years of experience with the SEC in the Atlanta, Fort Worth, Denver and Philadelphia offices including heading the enforcement program in the SEC's Fort Worth and Atlanta offices before being named the regional director in Atlanta in 2007.  

Kit is a sought-after authority for her knowledge of the SEC's enforcement and examination programs and frequently speaks at national, international and regional conferences. She has also authored and contributed to numerous articles, white papers and alerts on the subject. See the "Publications" tab for a list of recent publications.

Kit brings the same zeal with which she serves her clients to her firm colleagues and to her community. She co-chairs the Women's Leadership Academy at Haynes and Boone for the development of senior associate women and is a member of the firm's diversity committee. Kit serves the Girl Scouts of Northeast Texas as a member of its Board of Directors, chairwoman for the Alumnae Association, and a member of the Communications and Philanthropy Committee. She is also on the board of both the National Society of Compliance Professionals and the Consumer Credit Counseling Service, supporting the missions of financial literacy and money management, investor protection and securities compliance.  

Selected Client Representations

Defense of Enforcement Investigations

  • Conducted internal investigation and defended corresponding SEC investigation of accounting treatment for non-recurring revenue transactions, disclosures, and financial statements of Fortune 200 company.
  • Defended publicly-traded natural gas and oil company in SEC investigation of reserve accounting and related public disclosures; Received termination letter indicating no action would be recommended by SEC staff.
  • In multiple investigations of potential insider trading closed without enforcement action, represented investment funds, public company, and individual traders.
  • Defended audit committee of public company board in SEC investigation of accounting misstatements.
  • Represented alternative energy company in connection with an SEC investigation of disclosures made by the company's Chinese parent.
  • Defended broker-dealer in SEC investigation of offering disclosures related to real estate tenant-in-common programs; Investigation closed without action.
  • Represented former public company and its private investor in SEC investigation of potential violations of the FCPA by a Chinese subsidiary; Received termination letter from the SEC staff.
  • Defended officers of a broker-dealer in an SEC investigation of alleged short-selling and stock lending violations.
  • Represented SEC registered investment adviser in SEC investigation of securities trading strategies involving allegations of possible front-running or insider trading; Received termination letter from the SEC staff.
  • Defended publicly traded REIT in connection with SEC investigation of valuation and disclosures.
  • Represented broker-dealer and investment fund in SEC investigation of disclosures and related party transactions in real estate fund offering.
  • Represented successfully portfolio manager in SEC investigation of valuation and disclosures by money market fund.
  • Defended successfully sales representative in SEC investigation of oil and gas offering.
  • Represented alternative energy company in SEC investigation of limited partnership offerings; Received termination letter from the SEC staff.
  • Represented public companies in internal investigations relating to requests by FINRA focused on trading by potential insiders or tippees prior to merger and acquisition announcements.
  • Represented investment adviser firm and associated individuals in FINRA investigation of securities trading.
  • Represented securities attorney in SEC investigation of unregistered securities offering and, after Wells notice had been given, persuaded SEC staff to drop the recommendation of charges.
  • Defended investment adviser in connection with cease-and-desist order from a state securities commission and obtained withdrawal of the order by the commission.
  • Represented investment advisory firms in enforcement investigations by the Texas State Securities Board.
  • Conducted various internal investigations related to potential securities law violations at public companies.

Regulated Entity Compliance and Examinations

  • Advised investment advisory firms and investment funds on SEC compliance issues; Revised compliance manuals, reviewed advisory agreements, investment management agreements, and third-party contracts; Addressed procedures and books and records requirements including those applicable to the custody rules, pay-to-play restrictions, and other recent SEC actions.
  • Counseled investment advisers and funds in preparation for compliance inspections and examinations.
  • Represented broker-dealers, investment advisers and investment funds in addressing SEC deficiency letters and concerns.
  • Counseled dually registered broker-dealer and investment adviser relating to changes in brokerage platform and advisory business; Represented firm in obtaining FINRA's approval of changes.
  • Provided annual and ad hoc training to investment advisers and funds.
  • Represented investment advisers, investment funds, and broker-dealers in various enforcement investigations (see above).

Public Company Counseling and Compliance

  • Provided training and compliance guidance to Fortune 50 company including board of directors, senior management, and financial reporting teams surrounding the SEC's disclosure requirements related to financial reporting and management's discussion and analysis.
  • Drafted and updated insider trading policies for public companies, including Fortune 500 and NYSE-listed companies, as well as investment funds and investment advisers; Provided advice to public companies, investment advisers, funds and individuals regarding trading decisions and compliance with insider trading restrictions.
  • Advised public companies in comment letter process from SEC's Division of Corporation Finance regarding responses and revisions to filings required by SEC staff.
  • Counseled public companies, including NYSE-listed and Fortune 1000 companies, regarding Regulation FD compliance including corrective disclosures and compliance procedures.
  • Drafted FCPA policies for multiple companies and provided advice regarding ethics policies to prevent.
  • Counseled publicly traded companies regarding disclosure obligations surrounding government investigations and litigation.
  • Advised public company regarding acquisition of an entity under investigation for potential FCPA violations. 

Selected Speeches/Publications

  • "4th Circ. Decision May Expand SEC's List of Defendants," co-author, Law360, June 26, 2014.
  • "An Overview of the Hot Buttons and Pitfalls for Private Funds," National Society of Compliance Professionals Southern Regional Meeting, Atlanta, Georgia, March 11, 2013.
  • Cyber Crime and Other Economic Crimes seminar sponsored by Sandpiper Partners, LLC, speaker, March 5, 2013.
  • "A Conversation between the National Exam Program and the Securities Compliance Community" at the SEC Fort Worth Regional Office, Moderator and host, February 6, 2013.
  • Cybercrime Disclosure Issues, speaker at Pricewaterhouse Cooper’s annual client update, December 7, 2012.
  • DealThink Seminar: "FINRA's Office of Fraud Detection and Market Intelligence" at Haynes and Boone, LLP, speaker, November 15, 2012.
  • "SEC Enforcement: Issues & What to Do When the SEC Calls," National Association of Corporate Directors DFW Chapter speaker, November 13, 2012.
  • "Securities Regulation and Litigation Challenges for the Investment Community," Fiduciary & Investment Risk Management Association Current Risk Issues Seminar, Dallas, November 2, 2012.
  • "Regulatory Issues for Private Funds," panel moderator with regulators, National Society of Compliance Professionals national meeting, October 22, 2012.
  • "Compliance Issues for Family Offices," roundtable panelist, National Society of Compliance Professionals national meeting, October 23, 2012.
  • "Internal Investigations Issues," speaker at the Women’s In-house Network meeting, Dallas, October 2, 2012.
  • "A View from the Bar - What Does Citibank Mean for Regulators?" panel member, 36th Annual Southwest Securities Conference, September 13, 2012.
  • SEC "Reverse Outreach Series with Texas CCOs" sponsored by the DFW, Austin, and Houston Compliance Roundtables, host and speaker, June 27, July 18, and August 15, 2012.
  • "Dealing with Ongoing Compliance Challenges," panel member, DFW Compliance Roundtable, May 9, 2012.
  • "Golden Rules of Workplace Investigations," Corporate Counsel Institute, Dallas, April 20, 2012 and Houston, May 4, 2012.
  • "Assessments, Compliance Programs, and Surviving SEC Examinations," speaker, and "Securities Regulator Panel," moderator, Fiduciary & Investment Risk Management Association National Meeting, March 26-28, 2012.
  • "SEC Exam Issues for Investment Funds," speaker, and "Dialogue with Area Regulators," panel moderator, National Society of Compliance Professionals Southern Regional Meeting, Dallas, Texas, February 27, 2012.
  • "Special Investigation: Are You Proactive or Reactive When The Phone Rings?" Texas Society of CPA's 2011 CPE Expo, Houston on December 8, 2011, Dallas on December 5, 2011 and San Antonio on December 1, 2011.
  • "Conducting Internal Investigations; Identifying Issues and Avoiding Mistakes," National Association of Women Lawyers General Counsel Institute, November 3, 2011.
  • "Private Funds: Portfolio Administration and Operational Controls," National Society of Compliance Professionals, national meeting, October 18, 2011.
  • "Investment Advisers Regulatory Issues," panel moderator, National Society of Compliance Professionals national meeting, October 17, 2011.
  • "A Year of SEC Rulemaking and Dodd-Frank Changes: Perspectives from the Boardroom," The Board Connection, October 6, 2011.
  • "Global Risk Management: Elements of an Effective, Defensible FCPA Compliance Program to Prevent Bribery and Corruption," September 28, 2011.
  • "Fiduciary Duty, Ethics and Compliance in the 'New SEC,'" Fiduciary & Investment Risk Management Association seminars, Cleveland, September 21, 2011; San Diego, October 20, 2011; New York, October 27, 2011; and San Antonio, November 4, 2011 (in conjunction with Texas Bankers Association).
  • "Emerging Issues Regarding White Collar Frauds," Association of Certified Fraud Examiners, Dallas, Texas September 15, 2011.
  • "Dialogue with Area Regulators," panel moderator, National Society of Compliance Professionals Southern Regional Meeting, Dallas, Texas, April 11, 2011.
  • "New Regulatory Reforms and the Impact on the Fund and Advisory Industry," Managed Funds Association and Texas Hedge Fund Association, Dallas, Texas, March 31, 2011.
  • "Investigate! Dealing with Crisis and Government Investigations," Internal Audit Fraud Summit, Dallas, Texas, March 25, 2011.
  • "Anti-Corruption and Bribery," Securities Industry and Financial Markets Association (SIFMA) Compliance and Legal Annual Meeting, Phoenix, Arizona, March 23, 2011.
  • "The Dodd-Frank Act & the Expansion of SEC Enforcement Powers," Minority Corporate Counsel Association event, Chicago, Illinois, March 16, 2011.
  • "SEC and State Enforcement: Current Priorities and the Impact of Dodd-Frank," 33rd Annual Conference on Securities Regulation and Business Law, Dallas, Texas, February 11, 2011.
  • "Legislative Reform and Regulatory Developments Affecting Hedge Fund Managers," National Society of Compliance Professionals Webinar, December 14, 2010.
  • Austin Compliance Roundtable, Austin, Texas, November 17, 2010.
  • "Managing the 'SEC Risk,'" Risk Issues and Compliance Seminar of the Texas Bankers Wealth Management & Trust section and the Fiduciary & Investment Risk Management Association, Houston, Texas, November 5, 2010.
  • "The Changing SEC Regulatory Environment: Taking a Closer Look," National Association of Women Lawyers General Counsel Institute, New York, New York, November 4, 2010.
  • "Legislative Reform and Regulatory Developments Affecting Hedge Fund Managers," National Society of Compliance Professionals National Meeting, Baltimore, Maryland, November 2, 2010.
  • "FCPA Enforcement Trends in 2010; And, What's on the Horizon for 2011?" North Texas District Export Counsel Conference, October 13, 2010.
  • "Financial Reforms: Overview of Legislation, Enforcement and Future Implications," American Bar Association Fifth Annual National Institute on Securities Fraud, October 8, 2010.
  • "SEC Changes and Overview: 2010 Current Risk Issues," Fiduciary & Investment Risk Management Association seminars, Chicago, September 16, 2010, and New York, October 7, 2010.
  • "Understanding How the Dodd-Frank Financial Reform Bill Impacts the 2011 Proxy Season," ExecSense Webinar, August 27, 2010.
  • "SEC's Pay-to-Play Rule: The Essentials for Investment Advisers," ACA Compliance Group Webinar, August 24, 2010.
  • DFW Compliance Roundtable with SEC 3 Compliance Consultants, August 11, 2010.
  • "Staying out of SEC Trouble: The View from a Former Regional Director" Texas Bar Advanced In-House Counsel Course, San Antonio, Texas, July 23, 2010.
  • "A Comprehensive Overview of Dodd-Frank Wall Street Reform and Consumer Protection Act," Haynes and Boone Webinar, July 21, 2010. 
  • "'The SEC is Calling on Line 2': A Discussion of Current Enforcement Initiatives Affecting Fund Managers," Alternative Asset Management General Counsel Group, New York, June 22, 2010.
  • "The Regulatory Ecosystem: Succeeding in Today's Rapid Enforcement Era," SunGard Compliance City Day Event, New York City, June 21, 2010.
  • "The SEC's Enforcement Initiatives: How Will They Impact Boards?" The Boardroom Group, Dallas, May 25, 2010.
  • "Current Issues & Trends Affecting Hedge Funds and Private Equity Firms," Haynes and Boone, Houston, May 5, 2010.
  • "How the 'New SEC' May Impact You," National Investor Relations Institute DFW, Dallas, April 30, 2010.
  • "War of the Worlds - When Attorneys and Accountants Collide," Texas General Counsel Forum, Dallas, April 28, 2010.
  • "Succeeding in an Enforcement Era: Negotiating the Examination and Enforcement Labyrinth of the SEC," Keynote speaker at SunGard Compliance Summit, Fort Lauderdale, Florida, April 21, 2010.
  • "Staying out of the crosshairs: SEC changes and overview," featured speaker in Webcast hosted by PriceWaterhouseCoopers, March 23, 2010.
  • SEC Enforcement Actions Alleging Accounting Fraud Including Cases Against Auditors, Presentations to Audit Partners at Accounting Firms, February 25, 2010 and May 12, 2010.
  • Preventing and Detecting Fraud - Tips for Investment Adviser Compliance Officers, National Society of Compliance Professionals, Atlanta, Georgia, February 22, 2010.
  • "Avoiding the Government's Hot Buttons - A Practical Guide for Public Companies and Executives," Haynes and Boone, Dallas, February 18, 2010.
  • "The Insider Trading Labyrinth: Staying Within the Lines and Avoiding Prosecution," Haynes and Boone, Dallas, February 16, 2010.
  • Initiatives and Enforcement Emphasis at the SEC, Presentation to Mutual Fund Board of Directors, Dallas-Fort Worth, February 15, 2010.
  • "Current Developments in SEC Enforcement," The University of Texas School of Law 2010 Conference on Securities Regulation and Business Law, February 2010.
  • "Managing Risk: A Guide for Investment Advisers," National Society of Compliance Professionals Southern Regional Meeting, February 2010.

Selected Leadership, Professional and Community Service Activities

  • Board of Directors and Alumnae Association chair person, Girls Scouts of Northeast Texas 
  • Board of Directors, Consumer Credit Counseling Service 
  • Board of Directors and member, National Society of Compliance Professionals 
  • Founding Member, DFW Chapter of Women in White Collar Defense 
  • Member, The Board Connection 
  • Member, Texas Wall Street Women 
  • Member, National Association of Women Lawyers 
  • Member, Securities Industry and Financial Markets Association (SIFMA) Compliance and Legal Society
  • Co-chair of the Women’s Leadership Academy at Haynes and Boone, LLP
  • Member, Haynes and Boone, LLP Diversity Committee

Professional Recognition

  • Recognized by Chambers USA 2014 as a "recommended practitioner" in the nationwide Securities Practice
  • Recognized by D Magazine as a "Best Lawyer in Dallas" in White Collar Defense, 2013-2014
  • Recognized as a Texas Super Lawyer in Criminal Defense: White Collar, 2014

Selected Representative Experience


Investigation and Remediation of Spear-Phishing Attacks
Investigation of criminal spear-phishing attack used to steal funds from public oilfield services technology company; direct forensic investigation of attack; counsel client on disclosure obligations and remediation efforts.

Online Publications

09/18/2014 - The SEC Continues its “Broken Windows” Initiative with Charges of Late Filings of Ownership Reporting and Rule 105 Violations
In the last week, the Securities and Exchange Commission has announced charges in two separate investigations related to its “Broken Windows” initiative, signaling that the Commission’s focus on what some may characterize as “minor violations” will continue.

06/26/2014 - Law360 Guest Article: 4th Circ. Decision May Expand SEC’s List Of Defendants
Since the 2011 U.S. Supreme Court decision in Janus Capital Group Inc. v. First Derivative Traders, 131 S. Ct. 2296 (2011), the U.S. Securities Exchange Commission’s Enforcement Division operated under the assumption that only the “maker” of a statement could be charged in an enforcement action for false or misleading statements under Section 10(b) of the Exchange Act.

05/30/2014 - Directors Beware: ISS Urges Ouster of Target’s Directors in the Wake of its Data Breach
Institutional Shareholder Services (“ISS”), a prominent proxy adviser, has issued a report urging Target Corporation’s shareholders to oust seven of the company’s directors for “failure to provide sufficient risk oversight” on cybersecurity.

05/22/2014 - Fourth Circuit Holds that Criminal Enforcement of Rule 10b-5 Violation is not Limited to “Makers” of Statements
On May 7, the Fourth Circuit held that the Supreme Court’s decision in Janus Capital Group, Inc. v. First Derivative Traders, 131 S. Ct. 2296 (2011), did not apply in the context of a criminal prosecution for a violation of Rule 10b-5.

05/21/2014 - Defining Foreign Government and Foreign Officials under the FCPA
Under the Foreign Corrupt Practices Act (the “FCPA”), it is unlawful for companies to bribe or make corrupt payments to officials of foreign governments or of any “instrumentality” thereof.

01/28/2014 - Securities Litigation Year in Review 2013
The Haynes and Boone Securities Litigation Year in Review 2013 outlines recent (and upcoming) Supreme Court decisions as well as notable rulings from federal courts of appeal and district courts in the past year that affect private securities litigation, including the areas of class certification, loss causation, scienter, duty to disclose, pleading falsity, preemption, standing and statutes of limitations. The Review also discusses government enforcement cases and trends, and key state law rulings in shareholder derivative and fiduciary litigation.

10/09/2013 - SEC's $14 Million Award Highlights the Importance of Effectively Responding to Internal Whistleblower Reports
After two years of operations, the SEC’s whistleblower program announced its first multimillion dollar award - a record $14 million payment to an anonymous tipster. The award is the largest of three announced since the program’s inception and emphatically signals the SEC’s continuing emphasis on its whistleblower program.

04/23/2013 - SEC and DOJ Resolve Parallel FCPA Investigations through Dual Non-Prosecution Agreements
This week, the Ralph Lauren Corporation became the first company to obtain a non-prosecution agreement from the Securities and Exchange Commission in connection with a Foreign Corrupt Practices Act (“FCPA”) investigation.

01/31/2013 - PCAOB Auditing Standard No. 16 Outlines Requirements for Communications between Audit Committees and Auditors
The Public Company Accounting Oversight Board (“PCAOB”) recently issued Auditing Standard No. 16, Communications with Audit Committees (“Standard 16”), to provide a framework for the discussions that an auditor must undertake with the audit committee of its public company clients.

11/20/2012 - DOJ and SEC Release Long-Awaited FCPA Resource Guide
On November 14, 2012, the Department of Justice and the Securities and Exchange Commission released the much-anticipated Resource Guide to the U.S. Foreign Corrupt Practices Act (the “Guide”).

11/15/2012 - What to Do When You Receive a FINRA Letter
An overview of answers to questions your company might have if it received a letter from FINRA's Office of Fraud Detection.

06/13/2012 - SEC Announces Examination Strategy for Newly-Registered Investment Advisers
In recent public speeches and correspondence, senior officials at the Securities and Exchange Commission (the “SEC”) have provided details regarding an examination strategy that will be applied to newly-registered investment advisers.

04/16/2012 - “Why Cooperate with the SEC?” Recent Settlements Shed Light
Until recently, individuals considering cooperating with an SEC investigation had a difficult time determining whether a tangible benefit would result from cooperation. Two releases issued by the SEC in the past month demonstrate how the SEC has begun to apply its Cooperation Initiative and give new insight into how the SEC evaluates and credits cooperation in determining sanctions against individuals.

03/27/2012 - Supreme Court Holds That a Failure to File Section 16(a) Disclosures Does Not Toll the Statute of Limitations on Recovery of Short Swing Profits
On Monday, March 26, 2012, the United States Supreme Court issued a decision in Credit Suisse Securities (USA) LLC v. Simmonds.

11/15/2011 - SEC and CFTC Jointly Adopt Form PF
The Securities and Exchange Commission (the “SEC”) and the Commodity Futures Trading Commission (the “CFTC”) recently adopted new rules (the “Rules”) under the Investment Advisers Act of 1940 (the “Advisers Act”), and the Commodity Exchange Act (the “CEA”) that will require registered investment advisers with at least $150 million in private fund assets under management to file Form PF with the SEC.

11/15/2011 - Consumer Financial Protection Bureau Publishes Enforcement Notice
On November 7, 2011, the Consumer Financial Protection Bureau (“CFPB”) announced that it will provide financial companies and individuals who are the subject of potential enforcement actions with an “Early Warning Notice Letter.”

09/28/2011 - Global Risk Management: Elements of an Effective, Defensible FCPA Compliance Program to Prevent Bribery and Corruption
A Legal Update: What You Need to Know About FCPA and Other Anti-Bribery Laws Right Now

09/09/2011 - SEC Abandons Fight on Shareholder Proxy Access Rule
On September 7, 2011, the Securities and Exchange (SEC) announced that it will not appeal the D.C. Circuit’s July ruling in Business Roundtable and Chamber of Commerce of the United States v. SEC, No. 10-1305, (D.C. Cir. July 22, 2011), where a unanimous panel of the D.C. Circuit vacated Exchange Act Rule 14a-11 requiring companies to give shareholders access to company proxy materials for the nomination of candidates to serve on the company’s board of directors.

06/23/2011 - SEC Extends Investment Adviser Registration Deadline and Adopts Final Rules
On June 22, 2011, the Securities and Exchange Commission (the “SEC”) adopted final rules and amendments under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), that are designed to implement various provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).

06/07/2011 - SEC Implements Whistleblower Bounty Program and Protections: Implications for Companies
The Securities and Exchange Commission adopted on May 25, 2011, final rules to implement the Section 21F of the Securities Exchange Act of 1934 entitled “Securities Whistleblower Incentives and Protection.” The new rules have significant implications for public companies and securities industry businesses.

05/19/2011 - SEC Announces First-Ever Deferred Prosecution Agreement
The Securities and Exchange Commission has reached its first-ever deferred prosecution agreement (“DPA”) with Tenaris, S.A., a global supplier of steel pipe products to the oil and gas industry. Tenaris disclosed to the Commission that its employees had engaged in conduct that potentially violated the Foreign Corrupt Practices Act (“FCPA”).

05/09/2011 - SEC Needs more than Transaction-Based Compensation to Prove Broker Activity
A Florida court has rejected the Securities and Exchange Commission’s single-factor transaction-based compensation test for broker activity, perhaps signaling a more favorable view toward “finders” in the future. The court held that an array of non-exclusive factors should be evaluated to determine whether a finder engaged in broker activity.

05/04/2011 - Securities Law 2011: New Trends in SEC Enforcement Involving Public Companies
In this article details critical information that all public companies need to know to navigate today’s heightened regulatory environment.

04/25/2011 - A Rare Court Ruling on Who is a Foreign Official Under the FCPA
A California federal judge issued an opinion on April 20, 2011, providing guidance on an important aspect of the anti-bribery provisions of the Foreign Corrupt Practices Act (“FCPA”) – who is considered a foreign official under the statute.

04/12/2011 - SEC to Consider Extension of Registration Deadlines Applicable to Investment Advisers
In a letter dated April 8, 2011, to the President of the North American Securities Administrators Association (“NASAA”), Robert Plaze, Associate Director of the Division of Investment Management of the Securities and Exchange Commission (the “SEC”), stated that the SEC is expecting to adopt final rules implementing various provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) applicable to investment advisers by July 21, 2011.

03/08/2011 - Current Developments in SEC Enforcement: The Division’s Efforts in Implementing Changes, Addressing Congressional Contradictions, and Charging Securities Law Violations
This paper, presented by Kit Addleman at The University of Texas School of Law Conference on Securities Regulation and Business Law, discusses the SEC’s enforcement program results for 2010 and the possible priorities for 2011.

03/03/2011 - SEC Enforcement: Spotlighting Outside Directors
In an action filed this week, the Securities and Exchange Commission (SEC) charged three outside directors of a public company with securities fraud based on their alleged failures to fulfill their roles and responsibilities as Board members. The SEC contends that by their actions and inaction, the outside directors – Jerome Krantz, Cary Chasin, and Gary Nadelman – facilitated and assisted in a massive accounting fraud at DHB Industries, Inc., a body armor supply company.

02/24/2011 - SEC Proposes Private Fund Systemic Risk Reporting on New Form PF
On January 25, 2011, the Securities and Exchange Commission (the “SEC”) proposed new Rule 204(b)-1 (the “Proposed Rule”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), that would implement various provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).

02/07/2011 - SEC's Regulation FD Enforcement Actions Bring Compliance Lessons to Light
You and your company might have forgotten about Regulation Fair disclosure (Regulation FD) but the Securities and Exchange Commission (SEC) has not.

02/02/2011 - New FINRA Rule 5131 to Address Abuses in the Allocation and Distribution of IPOs
On November 29, 2010, the Financial Industry Regulatory Authority, Inc. (“FINRA”) announced that FINRA Rule 5131 will take effect on May 27, 2011. FINRA Rule 5131 is intended to sustain public confidence in the initial public offering (“IPO”) process by regulating the allocation, pricing and trading of IPOs of equity securities (“New Issues”).

01/27/2011 - Exemptions From Investment Adviser Registration: The SEC’s Proposed New Rules
Effective as of July 21, 2011, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) repeals a key exemption from investment adviser registration currently relied upon by many private fund managers and replaces it with several much more limited exemptions from registration.

12/28/2010 - SEC Proposes New Disclosure and Reporting Requirements for Investment Advisers
On November 19, 2010, the Securities and Exchange Commission (the “SEC”) proposed new rules and amendments to existing rules and Form ADV under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), that would implement various amendments to the Advisers Act contained as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).

12/22/2010 - SEC Enters First Ever Non-Prosecution Agreement With a Cooperating Company
The U.S. Securities and Exchange Commission announced on December 20, 2010, that it entered into a non-prosecution agreement with Carter’s, Inc., an Atlanta-based provider of children’s clothing. This is the first non-prosecution agreement entered since the SEC announced its new cooperation initiative in January 2010 to encourage cooperation from corporations and individuals.

11/10/2010 - SEC Warns Credit Rating Agencies of Increased Fraud Scrutiny
Haynes and Boone Partners Kit Addleman and Ron Breaux discuss two recent Securities and Exchange Commission actions focusing on credit ratings agencies.

10/27/2010 - Kit Addleman in Reuters.com: Law empowers SEC to go after more US market players
Kit Addleman comments in Reuters.com on a new provision could significantly increase the SEC's force and reach.

10/21/2010 - SEC Proposes Definition of “Family Office”
As part of the ongoing rulemaking initiatives contemplated by the Dodd-Frank Act, the Securities and Exchange Commission recently released a proposed rule defining “family offices” for purposes of an exemption from registration under the Investment Advisers Act of 1940.

10/05/2010 - SEC Postpones Implementation of Shareholder Proxy Access
On October 4, 2010, less than six weeks after approving new rules to facilitate shareholders’ rights to nominate directors, the SEC postponed the effectiveness of the rules. As a result, in the upcoming proxy season companies most likely will not have to address the new shareholder proxy access rules.

09/27/2010 - Compliance Clarified: Addressing The New Proxy Access Rules
In its first substantive rulemaking after Dodd-Frank's passage, the SEC in August approved new shareholder proxy access rules that are scheduled to become effective in November this year and enter into force for the spring 2011 proxy season for all but the smallest companies.

09/07/2010 - SEC Warns Credit Rating Agencies of Increased Fraud Scrutiny
In two actions released last week, the Securities and Exchange Commission (“SEC”) signaled its new focus on credit rating agencies and foretold the seriousness with which it will approach the expanded regulatory authority granted to the SEC by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”).

09/01/2010 - SEC Adopts New Rules to Facilitate Rights of Shareholders to Nominate Directors
Companies are now required to grant proxy access to director nominees submitted by shareholders pursuant to new rules adopted by the Securities and Exchange Commission (the "SEC") on August 25, 2010. 

08/20/2010 - Kit Addleman in Dallas Business Journal: Feds ramp up enforcement in foreign corruption cases
Even though laws against bribing foreign officials in business aren’t new, the Obama administration has ramped up enforcement of the Foreign Corrupt Practices Act prompting North Texas companies with a substantial international presence to get proactive in avoiding violations of the act.

08/04/2010 - The Impact of Dodd-Frank on Public Companies
Haynes and Boone has prepared a summary of significant provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act that may have consequences for public companies and their officers and directors, as well as related entities, along with commentary on those provisions.

07/23/2010 - Significant New Registration, Reporting and Regulatory Requirements Imposed on Advisers to Private Funds
On July 21, 2010, President Obama officially signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”), which represents the most sweeping regulatory overhaul of the financial markets since the Great Depression. This alert addresses Title IV of the Act, codified as the Private Fund Investment Advisers Registration Act of 2010 (the “Registration Act”).

07/02/2010 - SEC Adopts Pay-to-Play Rules
On June 30, 2010, the Securities and Exchange Commission (the “SEC”) formally adopted Rule 206(4)-5 (the “Pay-to-Play Rule”) under the Investment Advisers Act of 1940, as amended (the “Act”).

06/14/2010 - Court Ruling Endorses SEC’s Power to Seek Clawback of Incentive Compensation from CEO not Accused of Wrongdoing
In a decision of first impression, a federal district court has held that the “clawback” provision of Sarbanes-Oxley permits the SEC to seek reimbursement of incentive-based compensation from CEOs and CFOs of companies that restate their financial statements as a result of misconduct, even if the CEO and CFO had no personal involvement in such misconduct.

04/14/2010 - New Development in Foreign Anticorruption Law: The United Kingdom’s Bribery Act Reaches Far Beyond the British Isles
On April 8, 2010, the United Kingdom adopted The Bribery Act, and all U.S. companies with operations in the U.K., that employ U.K citizens, or that engage in activities involving U.K. facilities or resources, such as British bank accounts, should take note.

02/11/2010 - Current Developments in SEC Enforcement
The Securities and Exchange Commission encountered repeated difficulties in its enforcement and compliance programs during 2009 and is now fighting to keep the SEC alive. This paper discusses current developments in the SEC's enforcement program.

02/08/2010 - Managing Risk: A Guide for Investment Advisers
As an investment adviser, you make your living by predicting, weighing, and ranking risks for your clients. But do you pay equal attention to the risks that you and your firm face? As we leave behind the tumultuous Aughts, now is the perfect time to revisit your compliance policies and internal controls to ensure that you are doing everything possible to safeguard your firm’s future.

01/27/2010 - Federal Court Issues Injunction Requiring Insurer to Advance Defense Costs to Stanford Financial Defendants for DOJ and SEC Proceedings
Yesterday, January 26, 2010, Judge David Hittner of the United States District Court for the Southern District of Texas issued an important opinion in the Stanford Financial case that paves the way for targets of criminal and civil enforcement proceedings to obtain insurance coverage for costs of defending themselves. The decision marks a significant victory for executives who have the misfortune of being caught up in a government prosecution and find themselves otherwise unable to fund their defense.

01/25/2010 - A New Era of Cooperation at the SEC
The SEC’s Division of Enforcement is implementing a series of measures designed to enhance and encourage cooperation in its investigations and litigation and, the Division hopes, expedite the enforcement program.