This statute also references the following statute - 21F (h) (1) (A):Section 21F (h) (1) (A) of the Securities Exchange Act of 1934 states the anti-retaliation provisions apply to both the external view and the internal view. The internal view language is defined as whistleblower acts:in initiating, testifying in, or assisting in any investigation or administrative action of the Commission based upon or related to such information oriii. in making disclosures that are required or protected under the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7201 et seq.), the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.), including section 10A(m) of such Act (15 U.S.C. 78f(m)), section 1513(e) of title 18, United States Code, and any other law, rule, or regulation subject to the jurisdiction of the Commission.The SEC found that the latter statutes, allowing for anti-retaliation protection for internal reports as well as external reports, were more controlling.Key Provisions of the LawThe Dodd-Frank regulations and statute can be viewed herehttp://www.hbsslaw.com/sec-whistleblowers/dodd-frank-sec-whistleblower-statutehttp://www.hbsslaw.

to Offer Certain Listed Companies Access to a Complimentary Board Recruiting Service, Release No. 34-92590, Securities and Exchange Commission (SEC) (Aug. 6, 2021), available at https://www.sec.gov/files/rules/sro/nasdaq/2021/34-92590.pdf.3 See, e.g., City of Pontiac Gen. Employees' Ret. Sys. v. Bush (Cisco), No. 20-CV-06651-JST, 2022 WL 1467773 (N.D. Cal. Mar. 1, 2022); Kiger v. Mollenkopf (Qualcomm), No. 21-409-RGA, 2021 WL 5299581 (D. Del. Nov. 15, 2021); Elliemaria Toronto Esa v. Nortonlifelock Inc. (NortonLifeLock), No. 20-CV-05410-RS, 2021 WL 3861434 (N.D. Cal. Aug. 30, 2021).4 See All. for Fair Bd. Recruitment v. Weber, No. 2:21-CV-01951, 2023 WL 3481146, at *2 (E.D. Cal. May 15, 2023) (decision overturning California legislation); see also 42 U.S.C. § 1981(a) (prohibiting discrimination on the basis of race, color, and ethnicity when making and enforcing contracts).5 Students for Fair Admissions, Inc. v. President & Fellows of Harvard Coll., 600 U.S. 181, 225 (2023); see also 15 U.S.C. § 78a, et seq. (Exchange Act); 5 U.S.C. §§ 551–559 (APA).6 Students for Fair Admissions, Inc., 600 U.S. at 222, 230.7 Id. at 230.8 Initial Letter signed by 13 Attorney Generals (July 13, 2023), available at https://www.tn.gov/content/dam/tn/attorneygeneral/documents/pr/2023/pr23-27-letter.pdf.9 Response Letter signed by 21 Attorney Generals (July 19, 2023), available at https://illinoisattorneygeneral.gov/News-Room/Current-News/Fortune%20100%20Letter%20-%20FINAL.pdf; see also Pressure on DEI Initiatives Continues to Mount, Harvard Law School Forum on Corporate Governance (Aug. 19, 2023), available at https://corpgov.law.harvard.edu/2023/08/19/pressure-on-dei-initiatives-continues-to-mount/ (citing to the business judgment rule and that “whether DEI policies … are good public policy is something for our politicians to decide. It’s something for corporations to decide. It is not something for this court to be involved with”).10 All. for Fair Bd. Recruitment v. Sec. & Exch. Comm'n, 85 F.4th 22

e constitutionality of each respective agency’s attempt to litigate its enforcement action in an administrative proceeding presided over by an Administrative Law Judge (ALJ), removable only for good cause as determined by the Merit Systems Protection Board (MSPB) rather than by the President. Respondents each argued “that [this] fundamental aspect of the Commission’s structure violates the Constitution; that the violation made the entire proceeding unlawful; and that being subjected to such an illegitimate proceeding causes legal injury (independent of any rulings that the ALJ might make).” Respondents premised jurisdiction on a district court’s ordinary federal-question authority under 28 U.S.C. § 1331 to resolve “civil actions arising under the Constitution, laws and treaties of the United States.”Respondents filed their collateral Constitutional actions to enjoin the FTC’s and SEC’s administrative actions despite the fact that both the Securities Exchange Act of 1934 (Exchange Act, 15 U.S.C. § 78a et seq.) and the FTC Act (15 U.S.C. § 41 et seq.), provide that the SEC and FTC can bring enforcement actions by instituting administrative proceedings adjudicated by an ALJ, and each set forth the procedures which must be followed to appeal an ALJ’s ruling. Under these statutes, a losing party in the administrative forum can appeal an ALJ’s ruling to the respective agency, either the SEC or FTC. Only after a final commission decision is a respondent permitted to seek review by a federal court of appeals of the commission decision. See 15 U.S.C. § 78y(a)(1); 15 U.S.C. § 45(c). Prior to this decision by the Supreme Court, lower courts were routinely rejecting similar collateral attacks on SEC and FTC administrative proceedings.In both Axon and Cochran, the respondents sought to enjoin the administrative proceedings in federal district court prior to an ALJ decision. Specifically, in Cochran, the SEC brought an administrative action against a certified public accountant, Michelle Cochra

The settlement highlights the need for adequate controls and Board of Directors access to and fluency in information about company activities, including discrimination and harassment complaints. In addition, the agency’s stance previews the SEC’s use of financial reporting tools to move beyond material financial concerns and toward ESG-related concerns over the cumulative and aggregate effects of company practices.SEC Rules 13a-15(a), (e)SEC Rule 13a-15(a) requires that covered issuers maintain disclosure controls and procedures.SEC Rule 13a-15(e) requires the disclosure controls and procedures be “designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the [Exchange] Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.” This includes those “designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the [Exchange] Act is accumulated and communicated to the issuer’s management ... to allow timely decisions regarding required disclosure.”Significantly, the controls and procedures are intended to cover a broader range of information than the issuer’s financial reporting controls, including information “relevant to an assessment of the need to disclose developments and risks that pertain to the issuer’s businesses,” according to the SEC’s Certification of Disclosure in Companies’ Quarterly & Annual Reports Final Rule Adopting Release, Release No. 33-8124 (Aug. 29, 2002).BackgroundActivision’s troubles began in July 2021, when California’s Civil Rights Department (formerly known as the Department of Fair Employment and

closed in the Company’s SEC reports was in fact timely reported. In addition, the SEC’s enforcement action alleged that the Company had improperly impeded former employees from communicating directly with the SEC staff about possible securities law violations by requiring those employees, through a clause in their separation agreements, to notify the Company of any requests from an administrative agency in connection with a report or complaint. Without admitting or denying the findings, the Company agreed to pay a $35 million civil penalty, but Commissioner Hester Peirce issued a spirited dissent arguing that the SEC’s allegations did not in fact amount to securities law violations.Exchange Act Rule 13a-15(a) requires issuers to maintain “disclosure controls and procedures” which are defined as “controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the [Exchange] Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.”The SEC Order found that the Company violated Exchange Act Rule 13a-15(a) by lacking sufficient “controls and procedures designed to ensure that it captured and assessed – from a disclosure perspective – certain information related to” certain risk factors in the company’s SEC reports. Specifically, the SEC noted risk factor disclosures over several years that highlighted the ability to attract, retain, and motivate employees as an important risk in the company’s business. But the SEC claimed that the Company lacked controls and procedures among its separate business units to collect and analyze employee complaints of workplace misconduct. While not detailed in the SEC’s Order, workplace misconduct has been reported by the media to have been a problem at the Company, with hundreds of complaints from current and former employees alleging harassment, sexual as

rand (D-NY). The dense billendeavors to establish a regulatory framework for “digital assets,” (i.e., cryptocurrency and NFTs), including by amending certain existing federal legislation to bring digital assets within their purview. According to its sponsors, the Bill attempts to “make[ ] a clear distinction between digital assets that are commodities or securities by examining the rights or powers conveyed to the consumer, giving digital asset companies the ability to determine what their regulatory obligations will be and giving regulators the clarity they need to enforce existing commodities and securities laws, bringing digital assets into the regulatory perimeter from the current vacuum.” Section 205(e) of the Bill, concerning taxation of digital assets, provides that it shall not “be construed to create any inference with respect to the classification of any digital asset as security under the Securities Act of 1933 (15 U.S.C. 77a et seq.) or the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.)[,]” leaving that question open for another day and forum.Monday’s Kardashian Order adds EthereumMax to a growing list of cryptocurrencies that the SEC has treated as a “security” under the Securities Act of 1933. Thus, while the Kardashian Order could mean that Ms. Kardashian’s legal career is over before it began, it also signals that the regulation of cryptocurrency—including as “securities” subject to the requirements of the Securities Act of 1933 and/or the Securities Exchange Act of 1934—is just getting started.

Control Beneficial Interest Acquisition Provision The 2022 amendments add a completely new section to the DSTA, Subchapter III. This Subchapter involves a control beneficial interest provision for DSTs registered under the Investment Company Act of 1940, as closed-end management investment companies or DSTs that are closed-end management investment companies that have elected to be regulated as business development companies under the Investment Company Act of 1940, and that in either case have a class of equity securities listed on a national securities exchange registered under the Securities Exchange Act of 1934 (15 U.S.C. § 78a et. Seq.) or designated for trading on the National Association of Securities Dealers Automated Quotation System (NASDAQ).The Delaware General Assembly amended and added various Sections to the DSTA to keep the DSTA current and maintain its national preeminence.

Currently, there is no consensus among industry participants, practitioners, and regulators on the status of digital/crypto financial assets under federal and state securities laws. It is therefore noteworthy that AB 2269 would not apply to "the exchange, transfer, or storage of a digital financial asset or to digital financial asset administration to the extent the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) or the Corporate Securities Law of 1968 (Division 1 (commencing with Section 25000) of Title 4 of the Corporations Code) govern the activity". The great unanswered question, therefore, will be whether a particular digital financial asset is or is not a security.

gov/imo/media/doc/SEC ClimateDisclosure Letter.pdf?cb; Forty Congressional Members’ Letter to SEC Secretary Vanessa A. Countryman (Apr. 11, 2022), https://www.sec.gov/comments/s7-10-22/s71022-20123081-279409.pdf.7 State Attorneys General Letter, supra note 5.8 Securities Act of 1933, 15 U.S.C. §§ 77a, et seq.; Securities Exchange Act of 1934, 15 U.S.C. §§ 78a, et seq.9 15 U.S.C. §§ 77g(a)(1), 78l(b)(1); see also id. § 78m(a) (“as necessary or appropriate for the proper protection of investors and to insure fair dealing in the security”).10Id. §§ 77b(b), 78c(f); see also id. § 78w(a)(2). The SEC has interpreted its authority as cabined by its “core mission to promote investor protection, market efficiency and competition, and capital formation.”

[12] SEC v. Texas Gulf Sulphur Co., 446 F.2d 1301, 1307 (2d. Cir. 1970) (“TSG II-CA”) (this was the factual liability and remedy phase of the case in which insider trading was deemed to violate fraud provisions of the Exchange Act).[13] SEC v.Texas Gulf Sulphur Co., 401 F.2d 833 (2d Cir. 1968) (en banc), cert. denied, Coates v. SEC, 394 U.S. 976 (1969) (“TSG I-CA”).[14] SEC v. Texas Gulf Sulphur Co., 258 F. Supp. 262 (S.D.N.Y. 1966) (“TSG I-DC”).[15] Later, the Liu Court stated, “Congress passed the Securities Act of 1933, 48 Stat. 74, as amended, 15 U.S.C. § 77a et seq., and the Securities and Exchange Act of 1934, 48 Stat. 881, as amended, 15 U.S.C. § 78a et seq., and to punish securities fraud through administrative and civil proceedings.” Liu, supra note 8, at 1940 (emphasis added).