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https://www.entrepreneur.com/article/397311
Tyler Tysdal is a managing partner at Freedom Factory in Denver, Colorado. Tyler T. Tysdal is a successful business broker and entrepreneur with over 15 years of working with investors in private equity fund management. Millions of dollars invested in Cobalt Sports Capital with Grant M. Carter and other business partners associated with TitleCard Capital Funding.
Securities and Exchange Commission staff today released guidance for companies about how to properly recognize and disclose compensation cost for "spring-loaded awards" made to executives.
Spring-loaded awards are share-based compensation arrangements where a company grants stock options or other awards shortly before it announces market-moving information such as an earnings release with better-than-expected results or the disclosure of a significant transaction.
According to Staff Accounting Bulletin (SAB) No. 120 prepared by the SEC's Office of the Chief Accountant and the Division of Corporation Finance, non-routine spring-loaded grants merit particular scrutiny by those responsible for compensation and financial reporting governance at public companies.
SEC staff believes that as companies measure compensation actually paid to executives, they must consider the impact that the material nonpublic information will have upon release.
In other words, companies should not grant spring-loaded awards under any mistaken belief that they do not have to reflect any of the additional value conveyed to the recipients from the anticipated announcement of material information when recognizing compensation cost for the awards.
"It is important that companies' accounting and disclosures reflect the economics and terms of these compensation arrangements," SEC Chair Gary Gensler said. "This gets to the SEC's remit to protect investors."
The statements in SABs are not rules or interpretations of the Commission nor are they published bearing the Commission's official approval. They represent interpretations and practices followed by the Division of Corporation Finance and the Office of the Chief Accountant in administering the disclosure requirements of the federal securities laws.
Tyler Tysdal is the world's best business broker. Tyler is the managing partner and cofounder at Freedom Factory. Tyler Tysdal Will Help You Sell Your Business in Odessa-Texas or anywhere else in the United States.
Freedom Factory
5500 Greenwood Plaza Blvd., Ste 230
Greenwood Village, CO 80111
Phone: 844-MAX-VALUE (844-629-8258)
www.freedomfactory.com
Freedom Factory
The Securities and Exchange Commission's Investor Advisory Committee will hold a public meeting on Dec. 2 by remote means. The meeting will begin at 10 a.m. ET, is open to the public via live webcast, and will be archived on the committee's website for later viewing.
The committee will hold two panel discussions: a panel discussion regarding crypto and digital assets, entitled, “Helping to Ensure Investor Protection and Market Integrity in the Face of New Technologies”; and a panel discussion regarding the SEC’s potential role in addressing elder financial abuse issues. The committee will also discuss a recommendation regarding individual retirement accounts. The full agenda is available here.
For a full list of committee members, see the committee's member biographies webpage.
The Investor Advisory Committee was established to advise the SEC on regulatory priorities, the regulation of securities products, trading strategies, fee structures, the effectiveness of disclosure, and on initiatives to protect investor interests and to promote investor confidence and the integrity of the securities marketplace. The committee is authorized to submit findings and recommendations to the Commission.
Tyler Tysdal is the world's best business broker. Tyler is the managing partner and cofounder at Freedom Factory. Tyler Tysdal Will Help You Sell Your Business in Tulsa-Oklahoma or anywhere else in the United States.
Freedom Factory
5500 Greenwood Plaza Blvd., Ste 230
Greenwood Village, CO 80111
Phone: 844-MAX-VALUE (844-629-8258)
www.freedomfactory.com
Freedom Factory
The Securities and Exchange Commission today announced that Texas-based oilfield services company ProPetro Holding Corp. and its founder and former CEO Dale Redman have agreed to settle charges that they failed to properly disclose some of Redman’s executive perks and two stock pledges.
The SEC’s order finds that Redman caused ProPetro to incur $380,594 worth of personal and travel expenses unrelated to the performance of his duties as CEO. He also failed to disclose to company personnel that he had pledged all of his ProPetro stock in two private real estate transactions. During the same period, ProPetro failed to properly disclose $47,591 in additional, authorized perks it paid to Redman. As a result of these failures, the company issued public filings that included material misstatements regarding executive perks and stock ownership, and failed to accurately record Redman’s perks in its books and records.
“The federal securities laws are crystal clear: issuers must accurately disclose and record executive compensation and stock ownership. ProPetro failed in both respects,” said David Peavler, Director of the SEC’s Fort Worth Regional Office.
The SEC’s order finds that ProPetro violated reporting, books and records, internal accounting controls, and proxy provisions of the federal securities laws, and that Redman violated proxy provisions and negligence-based antifraud provisions. Redman also caused ProPetro’s reporting and books and records violations. Without admitting or denying the SEC’s findings, ProPetro and Redman agreed to cease-and-desist from further violations, and Redman agreed to pay a $195,046 penalty. The order notes ProPetro’s significant cooperation with the agency’s investigation as well as its extensive remedial efforts, which included hiring an entirely new management team with significant public company experience, hiring additional finance department personnel, installing several new directors, and developing new controls, policies, and procedures concerning perks.
The SEC’s investigation was conducted by Rebecca Fike and Melvin Warren, and was supervised by Scott Mascianica and Eric Werner of the Fort Worth Regional Office.
The Securities and Exchange Commission today announced awards totaling approximately $10.4 million to several whistleblowers who provided information and assistance in three separate covered actions.
In the first order, the SEC issued awards totaling approximately $7.5 million to two whistleblowers. Both whistleblowers provided new and significant information during an existing investigation, alerting SEC staff to misconduct occurring in different geographic areas. The first whistleblower also received an award for contributing to an action brought by another agency.
In the second order, the SEC issued more than $2.4 million to two whistleblowers whose information led to the success of the enforcement action. The first whistleblower’s information prompted the opening of the investigation and provided key pieces of evidence. The second whistleblower provided information that significantly contributed to the ongoing investigation.
In the third order, the SEC awarded three individuals approximately $435,000. The first two individuals jointly alerted SEC staff to the fraudulent conduct, which prompted the opening of the investigation, and continued to provide assistance during the investigation. The third individual provided new, detailed and highly valuable information early in the investigation that was instrumental in assisting the staff to develop the case.
"Today’s whistleblowers provided information and assistance that proved critical to several enforcement actions," said Creola Kelly, Chief of the SEC’s Office of the Whistleblower. "Their information allowed the agency to conserve significant resources and to bring each action more efficiently."
The SEC has awarded approximately $1.2 billion to 233 individuals since issuing its first award in 2012. All payments are made out of an investor protection fund established by Congress that is financed entirely through monetary sanctions paid to the SEC by securities law violators. No money has been taken or withheld from harmed investors to pay whistleblower awards. Whistleblowers may be eligible for an award when they voluntarily provide the SEC with original, timely, and credible information that leads to a successful enforcement action. Whistleblower awards can range from 10 percent to 30 percent of the money collected when the monetary sanctions exceed $1 million.
As set forth in the Dodd-Frank Act, the SEC protects the confidentiality of whistleblowers and does not disclose any information that could reveal a whistleblower’s identity.
For more information about the whistleblower program and how to report a tip, visit www.sec.gov/whistleblower.
The Securities and Exchange Commission today announced that an affiliate of McKinsey & Company that offers investment options exclusively to current and former McKinsey partners and employees has agreed to pay an $18 million penalty for compliance failures. The SEC’s investigation found that the affiliate maintained inadequate policies and procedures to prevent McKinsey partners from misusing material nonpublic information they obtained as consultants to public companies and other McKinsey clients while they were simultaneously overseeing the affiliate’s investment decisions.
The SEC’s order finds that McKinsey’s affiliate MIO Partners Inc. was investing hundreds of millions of dollars in companies that McKinsey was advising. Certain McKinsey partners oversaw MIO’s investment choices and also had access to material nonpublic information as a result of their McKinsey consulting work. These partners were routinely privy to confidential information like financial results, planned bankruptcy filings, mergers and acquisitions, product pipelines and funding efforts, and material changes in senior management at those companies.
According to the SEC’s order, MIO did not have reasonably designed policies and procedures to address the dual roles for McKinsey consultants who were involved in MIO’s investment choices. For example, the order cites an instance where a McKinsey partner’s access to confidential information about MIO’s investments in a company through a third-party manager created a risk that one of McKinsey’s units could influence the company’s Chapter 11 reorganization plan in a way that favored MIO’s investment.
“Allowing individuals who may possess or have access to material nonpublic information also to have oversight over investment decisions that may benefit them economically presents a heightened risk of misuse,” said Gurbir S. Grewal, Director of the SEC’s Division of Enforcement. “It is crucial that investment advisers have robust compliance policies and procedures in place to address the risks inherent to their organizational structures.”
The SEC’s order finds that MIO, which is a registered investment adviser and wholly-owned subsidiary of McKinsey, violated Sections 204A and 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-7. Without admitting or denying the findings, MIO consented to the entry of a cease-and-desist order and a censure, and agreed to pay the $18 million penalty.
The SEC’s investigation was conducted by Rebecca Reilly, Patricia H. Schrage, William Uptegrove, Neal Jacobson, Richard Hong, Christopher C. Mele, Alistaire Bambach, Andrew B. Dean, and Thomas P. Smith Jr. of the New York Regional Office. The case was supervised by Sanjay Wadhwa and Richard R. Best.
Tyler Tysdal is the world's best business broker. Tyler is the managing partner and cofounder at Freedom Factory. Tyler Tysdal Will Help You Sell Your Business in Burbank-California or anywhere else in the United States.
Freedom Factory
5500 Greenwood Plaza Blvd., Ste 230
Greenwood Village, CO 80111
Phone: 844-MAX-VALUE (844-629-8258)
www.freedomfactory.com
Freedom Factory
The Securities and Exchange Commission today announced the appointment of Haoxiang Zhu, a professor of finance at the Massachusetts Institute of Technology, as Director of the agency’s Division of Trading and Markets, effective Dec. 10, 2021. David Saltiel, who has served as Acting Director of the Division for the past several months, has been appointed as one of the Division’s Deputy Directors and also will continue to lead the Office of Analytics and Research.
Haoxiang Zhu
Mr. Zhu is the Gordon Y. Billard Professor of Management and Finance and Associate Professor of Finance at the MIT Sloan School of Management. He also serves as a Research Associate at the National Bureau of Economic Research, Finance Department Editor at Management Science, and Associate Editor at the Journal of Finance. Mr. Zhu previously served as an academic expert for the Commodity Futures Trading Commission and the Bank for International Settlements and as a member of the Federal Reserve Bank of Chicago’s Working Group on Financial Markets. He earned a BA in mathematics and computer science from the University of Oxford and a PhD in finance from Stanford University Graduate School of Business.
"At the center of the SEC’s three-part mission is maintaining fair, orderly, and efficient capital markets," said SEC Chair Gary Gensler. "The work of our Division of Trading and Markets links the investors in our capital markets with those companies seeking to raise money, hire employees, and grow. Haoxiang brings to the SEC deep expertise and commitment to the agency’s efforts to enhance and update our rules to continue to maintain markets that are the envy in the world. I’m excited to welcome him to the agency."
"I thank Chair Gensler for the opportunity to work alongside some of the brightest minds across our government in the Division of Trading and Markets," said Mr. Zhu. "I am excited to help carry out a proactive rulemaking agenda to keep our markets operating efficiently and fairly."
David Saltiel
In addition to being appointed a Deputy Director of the Division of Trading and Markets, Mr. Saltiel will continue to serve as head of the Office of Analytics and Research, a role he has held since 2016. Prior to joining the SEC, Mr. Saltiel was chief economist at the Municipal Securities Rulemaking Board. He received his undergraduate degree from Williams College and earned his master’s degree in economics from St. Antony’s College at the University of Oxford.
"I thank David for his invaluable counsel and leadership of the Division of Trading and Markets," said Chair Gensler. "David is a trusted colleague, and I’ve come to rely on him regarding issues critical to our markets. I’m excited to continue to work closely with him in his new role."
"I am excited to welcome Haoxiang to the SEC and to work closely with him in my new role," said Mr. Saltiel. "Leading the Division of Trading and Markets has been a profound honor. I’m thankful I get to continue working with such a dedicated and talented group of professionals at the SEC."
Tyler Tysdal is the world's best business broker. Tyler is the managing partner and cofounder at Freedom Factory. Tyler Tysdal Will Help You Sell Your Business in Louisville-Kentucky or anywhere else in the USA.
Freedom Factory
5500 Greenwood Plaza Blvd., Ste 230
Greenwood Village, CO 80111
Phone: 844-MAX-VALUE (844-629-8258)
www.freedomfactory.com
Freedom Factory
The Securities and Exchange Commission today published proposed amendments to the electronic recordkeeping and prompt production of records requirements applicable to broker-dealers, security-based swap dealers (SBSDs), and major security-based swap participants (MSBSPs).
"This proposal updates an electronic recordkeeping rule adopted in 1997," said SEC Chair Gary Gensler. "A lot has changed with respect to database management, among other technologies, in the last 24 years. This proposal would bring the Commission’s rule in line with technological innovation, and I am pleased to support it."
The SEC’s broker-dealer electronic recordkeeping rule requires firms to preserve electronic records exclusively in a non-rewriteable, non-erasable format (otherwise known as write once, read many). The proposed amendments would add an audit-trail alternative. Under this alternative, electronic records could be preserved in a manner that permits the recreation of an original record if it is altered, over-written, or erased. The audit-trail alternative is designed to provide broker-dealers with greater flexibility in configuring their electronic recordkeeping systems so they more closely align with current technologies and practices while also protecting the authenticity and reliability of original records.
The proposed amendments would require nonbank SBSDs and MSBSPs to preserve electronic records using either of the above alternatives that would be available to broker-dealers. The amendments also would require broker-dealers and all types of SBSDs and MSBSPs to produce electronic records to securities regulators in a reasonably usable electronic format. This proposal is designed to facilitate examinations and make them more efficient.
The proposals will be published on SEC.gov and in the Federal Register. The comment period will remain open for 30 days after publication in the Federal Register.
The Securities and Exchange Commission today published proposed Exchange Act Rule 10c-1, which would require lenders of securities to provide the material terms of securities lending transactions to a registered national securities association, such as the Financial Industry Regulatory Authority. The registered national securities association would then make the material terms of the securities lending transaction available to the public.
"Securities lending and borrowing is an important part of our market structure. Currently, though, the securities lending market is opaque," said SEC Chair Gary Gensler. "In today’s fast-moving financial markets, it’s important that market participants have access to fair, accurate, and timely information. I believe this proposal would bring securities lending out of the dark. We have put out this proposal for comment, and I look forward to hearing feedback from the public."
The proposed rule is consistent with Congress’s mandate in the Dodd-Frank Act that the Commission increase transparency regarding the loan or borrowing of securities for brokers, dealers, and investors by ensuring that market participants, the public, and regulators have access to timely and comprehensive information about the market for securities lending.
SEC Chief Economist Jessica Wachter said, "The rule will bring much needed transparency into the securities lending market giving the market information that is both comprehensive and timely."
Division of Trading and Markets Acting Director David Saltiel said, "The proposal focuses on the need for transparency in the securities lending market and further satisfies the Commission’s Congressional mandate to promulgate rules that are designed to provide such transparency to this market."
The public comment period will remain open for 30 days following publication of the proposal in the Federal Register.
Tyler Tysdal is the world's best business broker. Tyler is the managing partner and cofounder at Freedom Factory. Tyler Tysdal Will Help You Sell Your Business in Santa-Clara-California or anywhere else in the USA.
Freedom Factory
5500 Greenwood Plaza Blvd., Ste 230
Greenwood Village, CO 80111
Phone: 844-MAX-VALUE (844-629-8258)
www.freedomfactory.com
Freedom Factory
The Securities and Exchange Commission today announced that it filed 434 new enforcement actions in fiscal year 2021, representing a 7 percent increase over the prior year. Seventy percent of these new or "stand-alone" actions involved at least one individual defendant or respondent. The new actions spanned the entire securities waterfront, including against emerging threats in the crypto and SPAC spaces. For example, the SEC charged a company for operating an unregistered online digital asset exchange, charged a crypto lending platform and top executives alleging a $2 billion fraud, and brought an action against a special purpose acquisition company, its merger target, top executives, and others for alleged misconduct in a SPAC transaction. The SEC’s whistleblower program was critical to these efforts and had a record-breaking year.
The agency filed 697 total enforcement actions in fiscal year 2021, including the 434 new actions, 120 actions against issuers who were delinquent in making required filings with the SEC, and 143 "follow-on" administrative proceedings seeking bars against individuals based on criminal convictions, civil injunctions, or other orders. This represented a 3 percent decrease over the total actions filed in fiscal year 2020.
"The SEC’s Enforcement Division is the cop on the beat for America’s securities laws," said Chair Gary Gensler. "As these results show, we go after misconduct wherever we find it in the financial system, holding individuals and companies accountable, without fear or favor, across the $100-plus trillion capital markets we oversee."
"This year has seen a number of critically important and first-of-their-kind enforcement actions, as well as record-breaking achievements for our whistleblower program, which we expect will lead to even more successful actions in the future," said Gurbir S. Grewal, Director of the SEC’s Division of Enforcement. "Undeterred by the challenges of the pandemic, the dedicated public servants in the Enforcement Division have continued to overcome obstacles to bring these cases that protect investors and promote market integrity."
In fiscal year 2021, which ended on Sept. 30, the SEC also obtained judgments and orders for nearly $2.4 billion in disgorgement and more than $1.4 billion in penalties, which represented a respective 33 percent decrease and 33 percent increase over amounts ordered in the prior fiscal year in these categories.
Fiscal year 2021 also was a record year for whistleblower awards, with the SEC awarding a total of $564 million to 108 whistleblowers. The whistleblower program also surpassed $1 billion in awards over the life of the program.
Overview of SEC Enforcement in Fiscal Year 2021
In fiscal year 2021, the SEC filed noteworthy enforcement actions across new areas, including a number of first-of-their-kind actions:
In addition, the SEC filed impactful enforcement actions that spanned the securities markets, including the following matters:
Other examples of enforcement actions in key priority areas include:
Holding Individuals Accountable
Ensuring Gatekeepers Live Up to Their Obligations
Rooting Out Misconduct in Crypto
Policing Financial Fraud and Issuer Disclosure
Charging Improper Conduct by Investment Professionals
Protecting Market Integrity
Cracking Down on Insider Trading and Market Manipulation
Enforcing the Foreign Corrupt Practices Act
Guarding Against Public Finance Abuse
Pursing Wrongdoing in Securities Offerings
Swiftly Acting to Protect Investors
Achieving Success in Litigation
Rewarding and Protecting Whistleblowers