Insight

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.

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.

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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This publication is for general information only. It is not legal advice, and legal counsel should be contacted before any action is taken that might be influenced by this publication.

Gunster, Florida’s law firm for business, provides full-service legal counsel to leading organizations and individuals from its 11 offices statewide. Established in 1925, the firm has expanded, diversified and evolved, but always with a singular focus: Florida and its clients' stake in it. A magnet for business-savvy attorneys who embrace collaboration for the greatest advantage of clients, Gunster’s growth has not been at the expense of personalized service but because of it. The firm serves clients from its offices in Fort Lauderdale, Jacksonville, Miami, Orlando, Palm Beach, Stuart, Tallahassee, Tampa, The Florida Keys, Vero Beach and its headquarters in West Palm Beach. With more than 160 attorneys and 200 committed support staff, Gunster is ranked among the National Law Journal’s list of the 350 largest law firms. More information about its practice areas, offices and insider’s view newsletters is available at www.gunster.com.

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