Peter Isajiw

Panelist discussing 2024 Broker-Dealer regulatory compliance considerations and litigation trends

Roundtable discussion leader for a conversation examining AI use cases in legal and compliance functions, ethical considerations, as well as an exploration of current and future regulatory regime related to the development of AI technology.

Panelist discussing AI use cases for legal and compliance functions in Financial Services firms, regulatory and legislative actions impacting AI, and risk and governance considerations for use of AI.

Over the past decade, the use of messaging applications, such as WhatsApp, for business purposes as an alternative to traditional email has grown exponentially. This has led to an increase in related regulatory enforcement actions in both the U.S. and now the U.K. This article provides practical guidance on potential proactive remediation measures U.K. firms might consider.

Panelist discussing the recent SEC and CFTC regulatory enforcement sweeps regarding use of "off-channel" personal devices for business communications in the US, the implications for the UK regulatory enforcement regime, in addition to lessons learned and best practices.

Panelist in a roundtable discussion regarding the definition of “business as such” under Rule 17a-4, the impact of recent SEC/CFTC settlements on generally accepted interpretations of the rule, the potential ramifications of over-preserving, and the Registered Investment Adviser communications recordkeeping requirements under the Investment Advisers Act of 1940.

Panelist discussing 2023 Broker-Dealer regulatory compliance considerations and litigation trends

Panelist discussing AI use cases in legal and compliance functions, legal and compliance considerations, regulatory and legislative actions impacting AI, and governance protocols for AI use in financial services firms.

Panel discussion on what the recent SEC and CFTC Off-Channel Communications sweeps mean for privacy, recordkeeping obligations, and the culture of compliance.

Panelist on Ethical Considerations in Internal Investigations

Panelist on strategies for working with regulators to build the best approach to use technology to assist with investigations.

Panelist on Ethical Considerations in Internal Investigations

On March 20, 2018, the United States Supreme Court issued a unanimous decision in Cyan, Inc. v. Beaver County Employees Retirement Fund. Cyan resolves a nearly two-decades-long split among state and federal courts concerning state courts’ jurisdiction over securities class actions that exclusively allege claims under federal law, specifically, the Securities Act of 1933 (the "1933 Act").

An analysis of the groundbreaking February 19, 2018 CFTC and FCA FinTech collaboration arrangement. If properly implemented, it could facilitate responsible FinTech innovation and help lower barriers to entry for those looking to bring FinTech products to market.

In early 2018 both the SEC’s Office of Compliance Inspections and Examinations (“OCIE”) and FINRA announced their examination priorities for 2018. Both announcements are analyzed here, and provide firms with a guide for evaluating their compliance programs and business operations in preparation for 2018 exams.

Although only a few years old, the SEC’s whistleblower program is now a central part of its enforcement efforts. However, the program is also in flux. This article explores: (1) the program’s history and rapid development; (2) the SEC’s actions to enforce Rule 21F-17, which prohibits efforts to interfere with an individual’s’ ability to report potential wrongdoing to the SEC; (3) the SEC’s anti-retaliation enforcement actions; and (4) best practices designed to minimize the potential for a… Show more

Although only a few years old, the SEC’s whistleblower program is now a central part of its enforcement efforts. However, the program is also in flux. This article explores: (1) the program’s history and rapid development; (2) the SEC’s actions to enforce Rule 21F-17, which prohibits efforts to interfere with an individual’s’ ability to report potential wrongdoing to the SEC; (3) the SEC’s anti-retaliation enforcement actions; and (4) best practices designed to minimize the potential for a negative impact on employees and companies. Show less

The acting CFTC Chairman, J. Christopher Giancarlo, recently spoke about embracing technology as a key to economic growth. CFTC Staff is reviewing FinTech innovation possibilities around: (1) making the CFTC more effective; (2) identifying rules and regulations to be updated for modern digital markets; and (3) determining the CFTC's role in promoting US FinTech regulatory innovation. This article explores several ways a FinTech innovation plan could shape the CFTC's future as a 21st century… Show more

The acting CFTC Chairman, J. Christopher Giancarlo, recently spoke about embracing technology as a key to economic growth. CFTC Staff is reviewing FinTech innovation possibilities around: (1) making the CFTC more effective; (2) identifying rules and regulations to be updated for modern digital markets; and (3) determining the CFTC's role in promoting US FinTech regulatory innovation. This article explores several ways a FinTech innovation plan could shape the CFTC's future as a 21st century regulator. Show less

In early January, both the SEC’s Office of Compliance Inspections and Examinations (“OCIE”) and FINRA announced their examination priorities for 2017. Both priority letters provide firms with a helpful guide as to what compliance programs and business operations should be evaluated in the coming year. This note provides a brief summary of the priorities shared by the regulators as well as the unique priorities identified by each.

During the 2008 financial crisis, liquidity constraints and the subsequent losses experienced by many hedge and other private funds led to inter-party disputes related to improper valuation, investment strategy drift, the suspension of redemption, poor performance, and regulatory enforcement investigations. This article examines the case law regarding indemnification for inter-party disputes, and offers some practical considerations for drafting indemnification clauses.

At the Big Data in Finance Conference, an SEC official discussed the transformative role that “big data” has had on the financial markets. A recent settled action against a broker-dealer illustrates how the commission is using complex data analytics in its enforcement program. This article briefly discusses that case and some key insights and takeaways for registered broker-dealers.

The SEC recently announced a Customer Protection Rule Initiative intended to encourage registered broker-dealers to self-report violations. This article summarizes the initiative and key takeaways for Broker-Dealers, Compliance Staff, and other Regulated Entities or Public Companies.

The SEC recently settled an enforcement action against Merrill Lynch in which Merrill agreed to pay $415 million in penalties and admit liability for violating the SEC’s Customer Protection Rule, Whistleblower Rule, and other provisions.The Commission also announced a two-part Customer Protection Rule Initiative intended to encourage broker-dealers to self-report violations and alert the industry that the SEC staff will be conducting risk-based exams to assess firms’ compliance with the… Show more

The SEC recently settled an enforcement action against Merrill Lynch in which Merrill agreed to pay $415 million in penalties and admit liability for violating the SEC’s Customer Protection Rule, Whistleblower Rule, and other provisions.The Commission also announced a two-part Customer Protection Rule Initiative intended to encourage broker-dealers to self-report violations and alert the industry that the SEC staff will be conducting risk-based exams to assess firms’ compliance with the Customer Protection Rule. This article summarizes the proceedings and key takeaways for Broker-Dealers, Compliance Staff, and other Regulated Entities or Public Companies. Show less

The Delaware Chancery court has scrutinized the practice of reflexively filing class action lawsuits challenging public company mergers, and then settling in exchange for additional disclosures and payment of the plaintiffs’ counsel’s fees. The January 22 In re Trulia, Inc. Stockholder Litigation calls for a paradigm shift in the way these shareholder suits are litigated. Merging corporations should expect fewer lawsuits, but more uncertainty in litigations that are filed. Here are the key… Show more

The Delaware Chancery court has scrutinized the practice of reflexively filing class action lawsuits challenging public company mergers, and then settling in exchange for additional disclosures and payment of the plaintiffs’ counsel’s fees. The January 22 In re Trulia, Inc. Stockholder Litigation calls for a paradigm shift in the way these shareholder suits are litigated. Merging corporations should expect fewer lawsuits, but more uncertainty in litigations that are filed. Here are the key takeaways that deal participants should keep in mind. Show less

FINRA’S annual Regulatory and Examination Priorities Letter identified its 2016 areas of focus including: (1) culture, conflicts of interest and ethics, (2) supervision, risk management and controls, and (3) liquidity. While these broad areas of focus have received attention in previous years, in light of market innovation – including improved technology, new trading techniques, and diverse compensation structures – FINRA encourages member firms to proactively manage their compliance and risk… Show more

FINRA’S annual Regulatory and Examination Priorities Letter identified its 2016 areas of focus including: (1) culture, conflicts of interest and ethics, (2) supervision, risk management and controls, and (3) liquidity. While these broad areas of focus have received attention in previous years, in light of market innovation – including improved technology, new trading techniques, and diverse compensation structures – FINRA encourages member firms to proactively manage their compliance and risk procedures. Show less

The U.S. Securities and Exchange Commission has been focused on market structure issues for a number of years, as the collection of enforcement actions highlighted in a recent speech by enforcement director Andrew Ceresney demonstrates. Packaging these cases together to make his point also foreshadows that this area will remain in sharp focus going forward.

King & Spalding Client Alert describing the SEC Enforcement Division’s focus on four key market structure issues: (1) “fairness in trading venues”; (2) “misuse of confidential customer order information”; (3) failure to adopt policies and procedures to comply with the Market Access Rule and protect against risks of so-called out-of-control automation; and (4) “high-volume manipulative trading.”

A series of recent rulings from the Delaware Chancery Court have sharply criticized, and may have ultimately curtailed, the common but controversial practice of disclosure-only settlements in the context of public company merger litigation. Despite these recent rulings, shareholder plaintiffs’ counsel are likely to continue to sue on deal announcements, so Delaware’s discontent with disclosure-only settlements begs the question of whether plaintiffs will avail themselves of other jurisdictions.

Courts have not yet considered how to categorize self-destructing message apps, but the law's general distaste for missing records and the increasing popularity of self-destructing message apps makes a forthcoming confrontation likely.

The SEC’s National Exam Program Risk Alert, "Cybersecurity Examination Sweep Summary" reviews the cybersecurity practices and policies of 57 registered broker-dealers, and 49 registered investment advisers, and confirms that the Commission views cybersecurity risks as a high priority for the nation’s financial institutions. It is likely that other financial regulators will take a similar view. Accordingly, cybersecurity risk managers at financial institutions are well-advised to review the… Show more

The SEC’s National Exam Program Risk Alert, "Cybersecurity Examination Sweep Summary" reviews the cybersecurity practices and policies of 57 registered broker-dealers, and 49 registered investment advisers, and confirms that the Commission views cybersecurity risks as a high priority for the nation’s financial institutions. It is likely that other financial regulators will take a similar view. Accordingly, cybersecurity risk managers at financial institutions are well-advised to review the findings and proactively asses how their current practices rank. Show less

Cybercrime costs the world economy an estimated $400 billion each year, and corporate directors' fiduciary duties require them to guide the company in preparation for this threat. However, it would be unreasonable to expect all corporate directors to be adept at the highly-technical aspects of information security. This article outlines steps that should provide a framework to ease this tension.

Cyber threats have become an ever increasing risk to the economy. U.S. Deputy Secretary of the Treasury Raskin set out ten practical questions that executives and directors at financial institutions, and all other corporate leaders, can use to evaluate their organization's cybersecurity efforts.

Threats to cybersecurity are an issue that companies, their boards and their managers cannot afford to ignore.

On June 23, 2014, the Supreme Court issued its long anticipated decision in Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317, 2014 WL 2807181 (June 23, 2014). The Court declined to overturn its prior decision in Basic Inc. v. Levinson, 485 U.S. 224 (1988), which established the “fraud-on-the-market” theory of reliance in Section 10(b) class actions, but, it also confirmed the availability of a previously little used basis for defendants to defeat the presumption of reliance at the class… Show more

On June 23, 2014, the Supreme Court issued its long anticipated decision in Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317, 2014 WL 2807181 (June 23, 2014). The Court declined to overturn its prior decision in Basic Inc. v. Levinson, 485 U.S. 224 (1988), which established the “fraud-on-the-market” theory of reliance in Section 10(b) class actions, but, it also confirmed the availability of a previously little used basis for defendants to defeat the presumption of reliance at the class certification stage. Thus the opinion may as a practical matter cause a change in the way in which a number of securities class actions are litigated. This article discusses the opinion with a focus on how defendants can successfully rebut the fraud-on-the-market presumption. Show less

The Supreme Court recently declined to eliminate the judicially-created “fraud-on-the-market” presumption of reliance applicable to certain securities fraud class action suits. The Court did, however, make it incrementally easier for business defendants to end such suits at the earliest stages of litigation if they can demonstrate that the purportedly false or misleading statements did not affect the stock price at issue, and therefore could not have caused the damages alleged by plaintiffs

In overruling Judge Rakoff's rejection of the SEC's settlement with Citigroup Inc., the Second Circuit has effectively restored the pre-November 2011 status quo with respect to judicial scrutiny of “neither admit nor deny” settlements. The ruling should provide a better sense of certainty to parties negotiating with the SEC that settlements will not be subject to undue judicial scrutiny.

Secondary actors in securities transactions, such as lawyers, accountants, investment advisers and brokers, should be on alert in the wake of the Supreme Court's recent decision in Chadbourne & Parke v. Troice, 134 S. Ct. 1058 (2014), which limits the application of the Securities Litigation Uniform Standards Act of 1998 ("SLUSA"). The Court's ruling may result in increased state-law securities litigation against these parties.

This article examines a recent court decision that positions the Federal Trade Commission as a leading federal enforcer pushing businesses to adopt tighter cybersecurity measures to protect customer data.

On March 26th, 2014, the SEC held a roundtable discussion on issues and challenges with cybersecurity. After recognizing that cybersecurity weaknesses could pose a significant threat to the U.S. economy, the discussion focused on the proper role of SEC regulation in addressing cybersecurity and data protection, both with regard to public companies and financial institutions. Although the conversation continues, the need for guidance concerning information sharing from industry to government and… Show more

On March 26th, 2014, the SEC held a roundtable discussion on issues and challenges with cybersecurity. After recognizing that cybersecurity weaknesses could pose a significant threat to the U.S. economy, the discussion focused on the proper role of SEC regulation in addressing cybersecurity and data protection, both with regard to public companies and financial institutions. Although the conversation continues, the need for guidance concerning information sharing from industry to government and among businesses is clear. Show less

The convenience of electronic communication comes with some costs: Email's persistence and ease of duplication mean that once a message has been sent, the author loses all control over it. Encouraged by Snapchat's success, several recently launched apps aim to bring "self-destructing" messages to a more business-minded user demographic. This article examines some of the legal issues presented by these communication tools.

Panelist at the Lassiter Distinguished Visiting Professor Conference on Lawyering in the Public Interest discussing how attorneys contribute to social justice and general welfare throughout the profession.

Contributing author to a chapter exploring the legal framework and practical considerations implicated in conducting corporate Internal Investigations.

Panelist at the 2016 Ingenious Northeast eDiscovery & IG Retreat

Contributing author to several editions of the treatise, Public Companies, providing comprehensive treatment of the responsibilities and functions of publicly traded corporations and their directors, officers, and general counsel.