September 11, 2014

Wow! SEC Launches “Section 16 & Schedule 13D” Enforcement Inititative

Yesterday, as noted in Alan Dye’s blog on, the SEC announced a major enforcement initiative in which it has brought enforcement actions against 28 insiders (directors, officers and 10% owners) for failing to file timely Section 16(a) reports and Schedules 13D and 13G. Twenty-seven of the 28 have agreed to settled – and it appears that many (if not all) agreed to pay civil money penalties (totaling $2.6 million!).

In addition, 6 companies settled allegations that they failed to disclose their insiders’ Section 16(a) violations as required by Item 405 of Regulation S-K. As noted in this Reuters article, it’s the 1st time that the SEC has systemically targeted insiders & companies for beneficial ownership reporting violations – Alan will report more in his blog after he reads all of the individual orders.

This could mean a new era of enforcement of beneficial ownership requirements. I read one of the settlements that penalized the company and the SEC said that the company’s employees were negligent in not timely filing the reports for the insiders…

Speaking of Big Fines: $2.8 Million in Attorney Fees!

Over on “The Advisors Blog” on last week, I blogged how Abercrombie recently settled one of the proxy disclosure lawsuits. It’s a “governance by gunpoint” settlement – with a $2.78 million payout in attorneys’ fees…

Just Announced! “Alan Dye’s Section 16 Hands-On Training Workshop”

One of the most frequent requests heard by Alan is “can you recommend a Section 16 training class for beginners?” Until now, the answer is “there is none.” But no more! On January 9th, Alan & I are holding a Section 16 training workshop in DC: “Alan Dye’s Section 16 Hands-On Training Workshop.” Since this is a workshop, there is limited seating – so you should act now if you are among those that need it. The agenda is posted – and includes sessions on these topics:

– The Basics
– Nuts & Bolts: Understanding Forms 3, 4 and 5
– How to Obtain Reporting Guidance & Support
– 10 Most Common Types of Filings
– Overcoming Your Fears of Complex Filings
– Navigating EDGAR & Other Filing Issues
– Establishing Filing Compliance Programs
– Yikes! What to Do If There’s a Filing Error: Corrections & Disclosure
– The In-House Perspective

– Broc Romanek