Penny Stock Reform Act of 1990
SEC Enforcement: A Look at the Current Program and Some Thoughts About the 1990s
William R. McLucas, Stephen M. DeTore, and Arian Colachis, 46(3): 797–848 (May 1991)
Senior members of the staff of the SEC's Division of Enforcement discuss both new and continuing trends and priorities in the SEC's enforcement program, particularly in light of the additional remedies and sanctions provided by the Securities Enforcement Remedies and Penny Stock Reform Act of 1990. Specific topics discussed include: insider trading, false disclosure and financial fraud by public companies, market manipulation and penny stock fraud, violations by securities professionals, securities offerings cases, and violations related to changes in corporate control. Along with this review of specific topics, the Article discusses the issue of "criminalization" of federal securities law enforcement and the topic of naming attorneys in enforcement proceedings.
Hardball! The SEC's New Arsenal of Enforcement Weapons
Ralph C. Ferrara, Thomas A. Ferrigno, and David S. Darland, 47(1): 33–98 (Nov. 1991)
The Securities Enforcement and Penny Stock Reform Act of 1990 may have a profound influence on the dynamics of SEC enforcement practice. This Article analyzes the scope and coverage of the new remedies provided by this legislation. This Article also surveys the state of the law with respect to the SEC's traditional enforcement remedies and examines the impact that several recent court decisions may have on securities law enforcement in general.
An Investment Masquerade: A Descriptive Overview of Penny Stock Fraud and the Federal Securities Laws
Joseph I. Goldstein, Paul D. Ramshaw, and Sarah B. Ackerson, 47(2): 773–836 (Feb. 1992)
This Article describes how penny stock fraud works. It surveys the various deceptive practices and fraudulent techniques that promoters, broker-dealers, and others employ in manipulating the market for penny stock. It also summarizes the principal statutory and regulatory provisions in the federal securities laws that are relevant in attempting to regulate the penny stock market.
Internal Investigations and the Defense of Corporations in the Sarbanes-Oxley Era
Robert S. Bennett, Alan Kriegel, Carl S. Rauh, and Charles F. Walker, 62(1): 55–88 (Nov. 2006)
Internal investigations long have been an integral part of the successful defense of corporations against charges of misconduct, as well as an important board and management tool for assessing questionable practices. With the heightened standards of conduct and increased exposure created by Sarbanes-Oxley, this essential instrument for safeguarding corporate interests has become even more crucial in identifying and managing risk in the enforcement arena. This article examines from a practitioner's standpoint when and how internal investigations should be conducted in order to protect the corporation in criminal, civil and administrative proceedings. Particular attention is paid to the issues created by a concurrent government investigation and in dealing with employees and former employees in the course of an investigation. The article also addresses the role of the Audit committee under Sarbanes-Oxley, and the important issue of reporting the findings of the investigation to appropriate corporate officials. The subject of self-reporting by the Company to enforcement authorities is considered as well. In this context, the article explores the SEC's position on crediting self-reporting and cooperation as set forth in the Seaboard report; Department of Justice policy as embodied in the Thompson Memorandum; and the impact of the Federal Sentencing Guidelines for Organizations.