Regulation FD mandates that issuers disclose material nonpublic information through “a Form 8-K, or by another method… reasonably designed to effect broad, non-exclusionary distribution of the information to the public.” As the SEC’s recent investigation of Netflix shows, a disclosure by the CEO of such information on Facebook likely is insufficient. In a similar incident earlier this year, Francesca’s Holding Corp. terminated its CFO after he tweeted, “Board meeting. Good numbers = Happy Board.” This incident, however, did not result in an SEC investigation. Despite these and other similar incidents, the SEC has provided no guidance on the applicability of Regulation FD to social networking. In a recent Client Alert, Weil, Gotshal & Manges makes the case for additional guidance and explains how the SEC’s 2008 guidance on corporate website disclosures could be applied to social media.
UBS has agreed to pay a total of $1.5 Billion to regulators in the U.S., U.K., and Switzerland to resolve claims that it manipulated LIBOR. The fine includes $1.2 Billion to the DOJ and CFTC. The remainder will be paid to U.K. and Swiss regulators. As part of the U.S. agreement, UBS must “take steps to ensure the integrity and reliability of UBS’s future benchmark interest rate submissions” and have its Japanese subsidiary plead guilty to one count of wire fraud. The DOJ also filed a criminal complaint against two former UBS traders. In a recent Client Alert, Goodwin Proctor has a full summary of the actions and links to the complaint and settlement agreements.
Fiscal year 2012 was significant for criminal cartel enforcement in the U.S. The DOJ extracted $1.1 billion in fines, more than double that of 2011. The average prison sentence for individuals also increased to 28 months from 17 months. The banner year for the DOJ included investigations of 1) a five-year conspiracy to fix the prices of LCD panels, 2) an international conspiracy to fix LIBOR, and 3) a conspiracy among automotive part manufacturers, which has become the broadest antitrust investigation in U.S. history. In the recently published U.S. Chapter of “Cartels: Enforcement, Appeals & Damages Actions,” Skadden succinctly explains U.S. antitrust laws regarding cartel enforcement and summarizes their application in 2012.