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Ashwin Ram

Historically, companies have resolved SEC enforcement proceedings by agreeing to pay a fine or penalty, with the payment funds drawn from the corporate treasury. More recently, the agency has signaled an interest in ensuring that enforcement action resolutions involving individual liability, as a means of encouraging both accountability and deterrence. In the following guest post, Ashwin J. Ram, a partner at the Buchalter LLP law firm, examines the SEC’s individual accountability approach and considers the implications. I would like to thank Ashwin for allowing us to publish his article as a guest post on this site. Here is Ashwin’s article.

Continue Reading Guest Post: The SEC Wants Your Officers, Not Just Your Checkbook

The U.S. Securities and Exchange Commission’s move to formally rescind its 2024 climate disclosure rule represents a significant turning point in the evolution of ESG-related regulation and the associated D&O risks. According to the federal regulatory tracking website, SEC staff submitted a proposed rule entitled “Rescission of Climate-Related Disclosure Rules” to the Office of Information and Regulatory Affairs for review on May 4, 2026, formally initiating the withdrawal process. 

Continue Reading SEC Moves to Rescind Climate Disclosure Rule

As Sarah Abrams noted in a post on this site last September, President Trump, in a social media post, proposed eliminating quarterly report for public companies. On May 5, 2026, the SEC acted on the President’s suggestion and proposed a rule that would provide companies currently subject to the agency’s quarterly reporting requirements with the option to instead file interim reports semiannually. It seems likely that optional semiannual reporting will soon be put into effect. The question is whether this is a good idea or will produce the intended benefits, as discussed below.

Continue Reading SEC Proposes Allowing Optional Semiannual Reporting

The U.S. Supreme Court’s June 2024 decision in SEC v. Jarkesy continues to generate follow-on litigation, as regulated entities increasingly challenge the constitutionality of administrative enforcement proceedings. As D&O Diary readers will recall, Jarkesy held that when the SEC seeks civil penalties for securities fraud, claims the Court characterized as “legal in nature,” defendants are entitled to a jury trial under the Seventh Amendment. That ruling is now fueling a growing wave of challenges to state administrative regimes, including a pending appeal in Delaware and a closely watched case before the Arizona Supreme Court.

Continue Reading Recent Jarkesy Developments and D&O Impact

One of the perennial D&O insurance issues involves the question whether “disgorgement” amounts awarded in SEC proceedings represent “penalties” for which insurance coverage is precluded. In the latest example of a case involving these issues, the Delaware Superior Court recently held, in reliance on the statutory provisions defining the SEC’s authority to seek monetary remedies, that the disgorgement amounts and prejudgment interest awarded against the media company Clear Channel are not “penalties” for which coverage is precluded. As discussed below, the court’s analysis of the issues, and its reference to the relevant statutory provisions, is both detailed and instructive.

Continue Reading Del. Court: SEC Disgorgement Not a “Penalty” for Which Coverage is Barred

Crypto asset investors and issuers alike have long sought greater clarification on questions surrounding the actual or potential applicability of the federal securities laws to digital assets. SEC Chair Paul Atkins previously declared his intent to provide relevant guidance. Now, the SEC, acting in conjunction with the Commodities Futures Trading Commission, has issued detailed guidance segmenting digital assets between those to which the securities laws apply and those to which the laws do not apply, as well as clarifying under what circumstances digital assets can become subject to the securities laws. The agencies’ clarifications will provide significant illumination for investors and issuers, and at least potentially for D&O insurance underwriters as well.

Continue Reading SEC Issues Guidance on the Application of the Securities Laws to Digital Assets
Salvatore Graziano

As readers may recall, in September, the SEC announced that it had revised its policy on whether prospective IPO companies may have their registration statement declared effective if the companies have mandatory arbitration bylaws, as discussed in detail here. In the following guest post, Salvatore Graziano, a partner in the Bernstein Litowitz Berger & Grossman LLC law firm and a member of the firm’s Executive Committee, provides his views on the SEC’s changed policy and suggests the implications the changed policy may have for D&O insurers. My thanks to Sal for allowing me to publish his article on this site. Here is Sal’s article.

Continue Reading Guest Post: Will Allowing Companies to Block Shareholder Suits Create a D&O Mess?

It is no secret that SEC Chair Paul Atkins has ideas about how U.S. securities laws could be reformed to “revitalize” America’s capital markets. Among other things, late last year Atkins proposed a number of revisions to the current U.S. public company disclosure regime. Now, in a speech earlier this week, Atkins floated several additional proposed reforms, among other things referring to the possibility of loser-pays bylaws for shareholder suits and of a “safe harbor” for public company disclosures concerning widely publicized events. As discussed below, Atkins’s recent ideas have a long and relevant history. The text of Atkins’s February 17, 2026, speech can be found here.

Continue Reading SEC Chair Atkins Proposed Further Securities Litigation and Disclosure Reform

There is no doubt that the SEC under current Chair Paul Atkins has taken a different enforcement approach than under the prior administration. The statistics (at least those through the end of the last fiscal year) show a notable decrease in the number of SEC enforcement actions under the Trump administration.  As questions arise about the current administration’s enforcement approach, including whether the agency’s approach might embolden would-be wrongdoers, one particular question has been with respect to the Director of the agency’s Enforcement Division. Observers have asked whether the division director, Margaret “Meg” Ryan, who was nominated to her position last August, is deliberately leading the division in a hands-off approach.

Continue Reading SEC Enforcement Division Director Assures of Continued Vigilance