全球化研究报告-PDF版

国际清算银行（BIS）：准备稳住出发？国际清算银行第三次中央银行数字货币调查结果（英文版）（16页）.pdf

大多数央行都在探索央行数字货币(cbdc)，在新冠肺炎大流行期间，它们的工作仍在迅速进行。总体而言，各国央行正在进入CBDC参与的更高级阶段，从概念研究进展到实践实验。在全球范围内，人们对cbdc的兴.

2021-04-08 16页 5星级

In：2020年欺诈和金融犯罪报告（英文版）（16页）.pdf

作为最快行业之一的信用卡欺诈预防解决方案的首选提供商，Nets专注于满足客户的安全需求。我们通过使用下一代技术提供易于调整的反欺诈解决方案来创建无缝的客户体验。跨联盟公司发布了2020年iGaming.

2021-04-07 16页 5星级

爱马仕投资管理公司：禅宗与投资管理艺术：以正念为载体的探索（英文版）（12页）.pdf

与之前的价值观和被动投资风格一样，负责任投资最初是作为一种利基方式出现的，但正迅速走向主流。将ESG一词纳入标准投资词汇表是值得欢迎的，即使有些人在实践中，ESG仍然是一种装饰，而不是投资理念。多年来，投资的道德准则很简单：投资者对客户负有责任，而这是一种信托责任。如果没有进一步的道德指导，专业投资者通过投资于那些承诺在规定时间内获得最大风险调整回报的证券来履行其职责。但如果以这种方式投资会造成负面的社会后果呢?在奴隶制被取缔之前，如果有一个投资管理行业，那么在社会规范如此不同的情况下，将资金投入奴隶交易之旅似乎是明智之举吗?以同样的方式，投资于利用各种成瘾性的公司，无论是尼古丁、酒精、赌博、网络游戏、社交媒体还是成人娱乐，都能在短期内获得丰厚回报。我们也可以利用立法上的宽容，通过污染空气、污染海洋、破坏生物群落和促进全球变暖来降低全球公域的质量，同时将补救措施的成本转嫁给子孙后代。如果政府不在乎，客户也不介意，他们的基金经理应该怎么办?如果他们投资精良，却因业绩不佳而被炒鱿鱼，而他们的非道德竞争对手的基金却在不断涌现新的资金流入，那么基金经理又有什么办法呢?幸运的是，无论是在更广泛的社会还是在投资界，人们的态度都在改变。人们越来越认识到，负责任的投资是可持续的投资，不仅在社会和环境影响方面，而且在长期回报方面。因此，随着投资者越来越多地转向可持续投资来满足他们的需求，有道德的管理者正在享受资金流入。

2021-04-07 12页 5星级

全球移动通信系统协会（GSMA）：移动货币如何扩大国际汇款规模和增强金融弹性（英文版）（48页）.pdf

2019年，全球移民向中低收入国家的家庭汇款超过5480亿美元。除了援助，在几乎所有情况下，外国直接投资，这些年流动的一半流入农村地区，为家庭生计提供了重要支持。具体来说，每月汇款的四分之三用于提供食.

2021-04-06 48页 5星级

美世咨询（Mercer）：2021年私人市场投资首要考虑因素（英文版）（25页）.pdf

2020年我们经历了一场全球性的流行病，工作和学习的新常态，热情(和疲劳)，澳大利亚和美国西部的毁灭性野火，整个夏天美国主要城市的政治动荡，3月9日道琼斯股票市场有史以来最糟糕的一天，以及一个极具争议.

2021-04-06 25页 5星级

国际金融公司（IFC）：解决巴基斯坦儿童保育问题：创建家庭友好型工作场所（英文版）（46页）.pdf

在全世界，社区和国家的经济成功和福祉在很大程度上取决于它们充分利用其所有资源的能力。当一个国家的劳动力中有相当一部分处于经济边缘时，社会、企业、家庭和个人都会蒙受损失。根据国际劳工组织的数据，在巴基斯.

2021-04-06 46页 5星级

卡内基国际和平基金会：促进更好保护金融体系免受网络威胁的国际战略（英文版）（242页）.pdf

全球金融体系正在经历前所未有的数字化变革，新冠肺炎疫情加速了这一变革。金融服务公司越来越像科技公司，科技公司也越来越像金融服务公司。世界各地的央行都在考虑支持数字货币和现代化的支付系统。在这个变革的时代，一个事件很容易破坏信任，破坏这种创新，网络安全比以往任何时候都更重要。恶意行为者正在利用这一数字转型，对全球金融体系、金融稳定和对金融体系完整性的信心构成日益严重的威胁。恶意分子利用网络能力窃取、破坏或以其他方式威胁金融机构、投资者和公众。这些行为者不仅包括越来越大胆的罪犯，还包括国家和国家支持的攻击者。例如，仅在过去五年中，朝鲜就从五大洲的至少38个国家窃取了约20亿美元，比过去40年通过伪造活动所能获得的金额高出三倍多。

2021-04-06 242页 5星级

北欧投资银行（NIB）：2020年北欧投资银行影响力报告（英文版）（115页）.pdf

冠状病毒大流行向我们展示了危机的系统性及其对我们的社会和经济可能产生的严重影响。在2020年，从全球经济及其体制到你我不得不适应一种新的生活方式，我们都经受了韧性的考验。这一流行病至少使我们充分意识到，我们彼此之间以及我们生活的星球是多么相互依赖。与世界上许多其他地区一样，NIB的成员国地区经历了经济产出的突然下降。2020年3月，担任欧洲央行行长的北欧和波罗的海国家部长敦促世行迅速采取行动，帮助缓解Covid-19危机的影响。尽管NIB的职责是为提高生产率和有利于环境的项目提供融资，但该行也可以在经济危机期间发挥稳定作用。我们的立即反应是发行NIB应对债券，并向因冠状病毒危机而面临短期流动性问题的成员国和可持续企业提供应对贷款。虽然我们直接为大型企业融资，但中小企业可以通过金融中介获得我们的贷款。

2021-04-02 115页 5星级

摩根路易斯律师事务所：证券交易委员会执法和公开（英文版）(15页）.pdf

This White Paper is provided for your convenience and does not constitute legal advice or create an attorney-client relationship. Prior results do not guarantee similar outcomes. Attorney Advertising. Links provided from outside sources are subject to expiration or change. 2021 Morgan, Lewis & Bockius LLP SEC ENFORCEMENT AND PUBLIC COMPANIES 2020 KEY CASES AND WHAT WE EXPECT IN 2021 AUTHORS Jeff Boujoukos Laurie Cerveny Susan Resley Justin Chairman January 2021 2021 Morgan, Lewis & Bockius LLP 2 SEC ENFORCEMENT AND PUBLIC COMPANIES 2020 KEY CASES AND WHAT WE EXPECT IN 2021 Most media accounts suggest that the incoming Biden administration will usher in a more “aggressive” SEC enforcement posture, with renewed emphasis on investigating potential fraud and controls deficiencies at public companies. SEC Enforcement may face some short-term headwinds to this approach. A dramatic increase in tips, complaints, and referrals during the pandemic, as well as COVID-19-related delays that may extend the 24-month average lifetime of SEC enforcement investigations, will likely require the SEC to selectively allocate stretched resources in 2021. Where are the limited resources likely to go beyond the more standard accounting, revenue recognition, and disclosure cases that the SEC regularly investigates and prosecutes?1 Recent enforcement activity points to several areas of interest to the SEC, and provides a valuable window for public companies into the SECs methods and priorities, including: Coronavirus-Related Public Disclosures Enforcements First Case Enforcements EPS Initiative Harnessing the Data Executive Perquisites Continued Enforcement Focus Insider Trading A Zero Tolerance Policy Buybacks and Rule 10b5-1 Plans A New Enforcement Theory and Likely Rulemaking in 2021 Cyber Intrusions The Current SEC Playbook Whistleblowers 2020 Was a Record Year BACKGROUND - ENFORCEMENT PERSONNEL CHANGES, DATA ANALYTICS, AND A LEGISLATIVE FIX FOR DISGORGEMENT The lasting enforcement legacy of the SEC under former Chairman Jay Clayton may very well be data analytics. While the Commission certainly employed data analytics before Chairman Clayton arrived, his emphasis on collaboration among different divisions and offices, such as the Division of Enforcement (Enforcement) and the Division of Economic and Risk Analysis, led to a number of Enforcement cases during his tenure where data analytics played a heightened role. During her tenure, former Director of Enforcement Stephanie Avakian extolled the importance of data analytics, and we expect that these techniques will continue to develop.2 During 2020, Enforcement signaled that it would more aggressively use data analytics to aid in its investigation of public company financial reporting, risk disclosures, and insider trading. A newly created Enforcement Coronavirus Steering Committee worked “with the Divisions Market Abuse Unit to monitor 1 See 2020 SEC Division of Enforcement Annual Report (Nov. 2, 2020), at 3-4 (discussion of FY 2020 public company cases). 2 Id. 2021 Morgan, Lewis & Bockius LLP 3 trading activity around announcements made by issuers in industries particularly impacted by COVID-19 and to identify other suspicious market movements for possible manipulation.”3 Similarly, Enforcement warned that the Coronavirus Steering Committee would use a “systematic process to review public filings from issuers in highly-impacted industries, with a focus on identifying disclosures that appear to be significantly out of step with others in the same industry,” and indicated that Enforcement is “also looking for disclosures, impairments, or valuations that may attempt to disguise previously undisclosed problems or weaknesses as coronavirus-related.”4 Such peer-related review has been used to in the past by the Commission to detect securities violations by over-performing investment advisors and to expose Ponzi schemes. In the past we have written on the Kokesh v. SEC5 decision, where the US Supreme Court held the five-year statute of limitations in 28 USC 2462 applies to claims for disgorgement in SEC enforcement action.6 This was a significant limitation of the SECs ability to seek disgorgement for aged misconduct, and former Chairman Clayton pushed Congress for legislative relief.7 In a rare New Years Day session, the Senate overrode a presidential veto and passed into law the National Defense Authorization Act for Fiscal Year 2021 and within its over 1,400 pages was Section 6501, titled: “Investigations and Prosecution of Offenses for Violations of the Securities Laws.”8 This section addresses the issue of disgorgement in two primary ways: (1) by amending the Securities Exchange Act of 1934 to expressly recognize disgorgement as a statutory remedy; and (2) extending the statute of limitations for claims of disgorgement to 10 years where the underlying violation is pursuant to Section 10(b) of the Exchange Act, section 17(a)(1) of the Securities Act of 1933, the Investment Advisers Act of 1940 or “any other provision of the securities laws for which scienter must be established.”9 While this section does extend the time to bring a claim for disgorgement it is important to note the limitation to instances where the violation involves “scienter” or the intent to defraud (as opposed to negligence). Often SEC actions against public companies are resolved without scienter-based charges. However, this dichotomy between levels of intent may have the apparent unintended consequence of causing Enforcement to pursue scienter-based charges where the statute would otherwise preclude disgorgement. 3 Speech, Securities and Exchange Commission, Steven Piekin, Co-Director of Enforcement, Keynote Address: Securities Enforcement Forum West 2020 (May 12, 2020). 4 Id. 5 Kokesh v. SEC, 137 S. Ct. 1635 (2017). 6 Morgan Lewis, LawFlash, US Supreme Court: Five-Year Statute of Limitations Applies to SEC Disgorgement (June 6, 2017). 7 Testimony, Securities and Exchange Commission, Chairman Jay Clayton, Testimony on “Oversight of the U.S. Securities and Exchange Commission” (Dec. 11, 2018). 8 National Defense Authorization Act for Fiscal Year 2021, H.R. 6395, 116th Cong. 6501 (2019-2020). 9 Id. 2021 Morgan, Lewis & Bockius LLP 4 CORONAVIRUS RELATED PUBLIC DISCLOSURES ENFORCEMENTS FIRST CASE IN THIS AREA Less than seven months after describing its approach for evaluating COVID-19-related disclosures, the SEC announced a settled action against a publicly traded company in the restaurant industry for allegedly “making misleading disclosures about the impact of the COVID-19 pandemic on its business operations and financial condition.”10 This was the first case brought by the SEC against a public company for allegedly misleading investors about the financial effects of the pandemic. We expect that there are more cases like this under investigation by Enforcement. The SEC claimed that the company stated in its public that its restaurants were “operating sustainably” during the COVID-19 pandemic.11 The SEC alleged that those filings were materially false and misleading because the companys internal documents at the time showed that the company was losing approximately $6 million in cash per week and that it projected that it had only 16 weeks of cash remaining.12 Further, the SEC found that, while not disclosed in its March and April 2020 public filings, the company shared that information with potential private equity investors and lenders in connection with an effort to seek additional liquidity.13 The SEC also alleged that a March 23 filing described actions the company had undertaken to preserve financial flexibility during the pandemic, but failed to disclose that the company had already informed landlords that it would not pay rent in April due to the impacts of COVID-19 on its business.14 While neither admitting nor denying the allegations, the company agreed to an Order Instituting Cease and Desist Proceedings finding violations of Section 13(a) of the Exchange Act and Rules 13a-11 and 12b-20 thereunder, which collectively require every issuer of a security registered pursuant to Section 12 of the Exchange Act to file accurate reports on Form 8-K, and to a $125,000 penalty. Lessons of note: This was a fast-paced investigation lasting less than eight months demonstrating Enforcement focus on the accuracy or adequacy of an issuers disclosures concerning actual or projected risks. The Commission will use unrelated discussions of business issues that are contemporaneous in time to public statements to assert that the public disclosures were insufficient or incorrect. 10 Press Release, Securities and Exchange Commission, SEC Charges The Cheesecake Factory For Misleading COVID-19 Disclosures (Dec. 4, 2020). 11 Id. 12 Id. 13 Id. 14 Id. 2021 Morgan, Lewis & Bockius LLP 5 ENFORCEMENTS EPS INITIATIVE HARNESSING THE DATA On September 28, 2020 the SEC filed settled actions against two public companies that originated from a self-described “EPS Initiative” that “utilized risk-based data analytics to uncover potential accounting and disclosure violations caused by, among other things, earnings management practices.”15 In the press release, Enforcement credited the recently formed Division of Enforcement Office of Investigative and Market Analytics with providing valuable assistance. In the first case, the SECs order found that in multiple quarters the subject company made “unsupported, manual accounting adjustments that were not compliant with GAAP,” and that “these adjustments were often made when the the companys internal forecasts indicated that the company would likely fall short of analyst consensus EPS estimates.”16 The order further found that “the adjustments boosted the companys income, making it possible for the company to consistently report earnings that met or exceeded consensus estimates.”17 The SEC also charged the companys former controller and chief accounting officer with directing the unsupported adjustments, including those made to management bonus accruals and stock-based compensation accounts. The companys former chief financial officer was charged with causing the controller and chief accounting officer to direct some of the unsupported entries. The SEC found that the company and CFO violated antifraud provisions of the Securities Act of 1933 as well as internal controls and books and records provisions of the Securities Exchange Act of 1934. Without admitting or denying the SECs findings, the company, the CAO, and the former CFO agreed to cease and desist from future violations of the charged provisions and to pay civil penalties of $5 million, $70,000, and $45,000, respectively. In the second case, the SEC alleged that the subject company inaccurately presented its financial performance in late 2016 and early 2017. The order found that during two quarters in which the company was on track to meet or beat analyst consensus EPS estimates, its public filings “included a valuation allowance for its mortgage servicing rights that was at odds with the valuation methodology described in the same filings.”18 In mid-2017 the company belatedly reversed the valuation allowance, increasing its EPS by $0.01 in a quarter when it otherwise would have fallen short of consensus estimates.19 The SEC concluded that the companys disclosures “created the misleading appearance of consistent earnings across multiple reporting periods.”20 The SECs order concluded that the company violated the reporting, books and records, and internal controls provisions of the federal securities laws. Without admitting or denying the SECs findings, the 15 Press Release, Securities and Exchange Commission, SEC Charges Companies, Former Executives as Part of Risk-Based Initiative (Sept. 28, 2020). 16 Id. 17 Id. 18 Id. 19 Id. 20 Id. 2021 Morgan, Lewis & Bockius LLP 6 company agreed to cease and desist from future violations of the charged provisions and to pay a $1.5 million civil penalty. EXECUTIVE PERQUISITES CONTINUED ENFORCEMENT FOCUS Executive compensation in the form of perquisites or “perks” has been and will remain an Enforcement focus area. The SEC proxy disclosure rules require that companies disclose in the Summary Compensation Table of the proxy statement the perquisites provided to a named executive officer if the officers total perquisites exceed $10,000. If the value of a single perquisite exceeds the greater of $25,000 or 10% of the total value of all perquisites reported, then the type and amount of such perquisite must be identified in a footnote.21 The SEC standard for analyzing whether a benefit is a perquisite considers the following: An item is not a perquisite or personal benefit if it is integrally and directly related to the performance of the executives duties. An item is a perquisite or personal benefit if it confers a direct or indirect benefit that has a personal aspect without regard to whether it may be provided for some business reason or for the convenience of the company, unless it is generally available on a nondiscriminatory basis to all employees. In recent enforcement actions, the SEC has sanctioned companies that have omitted discussion of perks paid to executives from their Compensation Discussion & Analysis for violating the requirements of Item 402 of Regulation S-K as well as the companies obligations to file proxy statement and annual reports that do not contain materially false or misleading statements or materially misleading omissions.22 This included instances where public companies have paid for personal use of private airplanes, charitable donations, yacht and sports car expenses, cosmetic surgery, hotel stays, personal financial planning, transportation for family members, club memberships, and tickets to entertainment events.23 In some cases, executives used company credit cards or petty cash equivalents for personal expenses and submitted expense reports and invoices that the SEC found falsely indicated that certain expenses were for business purposes. Sanctions have included civil penalties and the retention of independent compliance consultants. Recently, Enforcement disclosed that it identifies unreported perks, in part, through data analytics. In the press release for a September 2020 perquisite case, Enforcement announced the action “was generated 21 Executive Compensation, 17 C.F.R. 229.402(c)(2)(ix), Instruction 4 (2019). 22 See Press Release, Securities and Exchange Commission, SEC Charges Hospitality Company for Failing to Disclose Executive Perks (Sept. 30, 2020); Administrative Proceeding, Securities and Exchange Commission, SEC Charges Texas Company, Executives, and Former Board Member with Disclosure Failures (Sept. 21, 2020); Press Release, Securities and Exchange Commission, SEC Charges CEO With Failing to Disclose Perks to Shareholders (May 11, 2017). 23 See Press Release, Securities and Exchange Commission, SEC Charges Hospitality Company for Failing to Disclose Executive Perks (Sept. 30, 2020); Press Release, Securities and Exchange Commission, Insurance Company Settles SEC Charges for Failing to Disclose Executive Perks (June 4, 2020); Press Release, Securities and Exchange Commission, SEC Charges CEO With Failing to Disclose Perks to Shareholders (May 11, 2017). 2021 Morgan, Lewis & Bockius LLP 7 by the Division of Enforcements use of risk-based data analytics to uncover potential violations related to corporate perquisites.”24 Former Director Avakian indicated: “We will continue to use risk-based analytics to identify companies that fail to comply with the Commissions executive compensation disclosure rules.”25 Lessons of note: Using the terms “risk-based analytics” suggests that the Division of Enforcement has identified factors it believes suggest a higher likelihood of unreported perquisites. Public companies should review procedures for evaluating whether an item is a perquisite, and for valuing and disclosing perquisites in the proxy. Compliance programs should include robust training and documentation components relating to, among other things, non-cash benefits to executives. INSIDER TRADING A ZERO TOLERANCE POLICY Detecting and prosecuting those engaged in insider trading remains an SEC priority. Enforcement indicated particular vigilance during the COVID-19 pandemic as companies have dealt with a steady stream of potentially market moving information. “Given these unique circumstances, a greater number of people may have access to material nonpublic information than in less challenging times. Those with such access including, for example, directors, officers, employees, and consultants and other outside professionals should be mindful of their obligations to keep this information confidential and to comply with the prohibitions on illegal securities trading.”26 While the SEC has yet to bring an insider trading case based on material, nonpublic information arising from the pandemic, in 2020 it brought actions against a number of company insiders, including an administrative assistant in a corporate legal department,27 an accountant in a companys revenue recognition department,28a regional vice president,29 a senior manager in a corporate tax department,30 a 24 Press Release, Securities and Exchange Commission, SEC Charges Hospitality Company for Failing to Disclose Executive Perks (Sept. 30, 2020). 25 Id. 26 Public Statement, Securities and Exchange Commission, Statement from Stephanie Avakian and Steven Peikin, Co-Directors of the SECs Division of Enforcement, Regarding Market Integrity (Mar. 23, 2020). 27 Litigation Release, Securities and Exchange Commission, SEC Charges Former Legal Department Employee and His Father with Insider Trading (Feb. 20, 2020). 28 Administrative Proceeding, Securities and Exchange Commission, SEC Charges Biotechnology Company CPA with Insider Trading (June 5, 2020). 29 Litigation Release, Securities and Exchange Commission, SEC Charges Pharmacy Chain Employee with Insider Trading (Mar. 26, 2020). 30 Press Release, Securities and Exchange Commission, SEC Charges Amazon Finance Manager and Family With Insider Trading (Sept. 28, 2020). 2021 Morgan, Lewis & Bockius LLP 8 retiring chief financial officer,31 an IT manager,32 and a vice president of an international group within a multinational corporation.33 Further, it is important to recognize that Enforcement no longer relies primarily on tips or questionnaires posed to companies to generate insider trading leads. Data analytics allow Enforcement to analyze trading patterns and activity shortly after a price moving event.34 Further, when it comes to corporate insiders, it appears no alleged illicit gain is too small to avoid Enforcement scrutiny. For example, in 2020 the SEC pursued cases against a corporate president for avoiding a $23,000 loss,35 a general manager of acquisitions for a $21,609 profit,36 and a director of capital sourcing for a $13,153 profit.37 Lessons of note: Companies should revisit insider trading policies, including procedures surrounding trading windows. Robust periodic training is imperative, with a recognition that even lower level employees will be exposed to material nonpublic information. BUYBACKS AND RULE 10B5-1 PLANS A NEW ENFORCEMENT THEORY AND LIKELY RULEMAKING IN 2021 Company stock buybacks and executive 10b5-1 plans (which allow an executive to structure his or her trades in advance of stock sales) have drawn considerable recent focus from Congress. On October 15, 2020, the SEC waded into the fray, charging a company with violating the internal controls provisions of Exchange Act Section 13(b)(2)(B) by engaging in a $250 million stock buyback while in possession of material nonpublic information.38 This action is an aggressive departure from traditional insider trading cases, and the first time that the SEC has ever charged a non-registrant issuer with violating Section 13(b)(2) in connection with controls against insider trading. In this matter, the company was in discussions to be acquired, but these discussions were suspended in October 2017. The CEOs of the respective companies agreed to recommence discussions on February 23, 31 Litigation Release, Securities and Exchange Commission, SEC Charges Former CFO of Now-Bankrupt Company with Insider Trading (Nov. 5, 2020). 32 Administrative Proceeding, Securities and Exchange Commission, SEC Charges California IT Manager and Cousin with Insider Trading (July 21, 2020). 33 Litigation Release, Securities and Exchange Commission, SEC Charges Former Corporate Executive with Insider Trading (Feb. 20, 2020). 34 Speech, Securities and Exchange Commission, Chairman Jay Clayton, Keynote Remarks at the Mid-Atlantic Regional Conference (June 4, 2019). 35 In re Kirkland, Exchange Act Rel. No. 88498 (Mar. 27, 2020). 36 In re Li, Admin. Proceeding File No. 3-19959 (Sept. 3, 2020). 37 In re Bachinski, Admin. Proceeding File No. 3-20082 (Sept. 25, 2020). 38 Press Release, Securities and Exchange Commission, SEC Charges Andeavor for Inadequate Controls Around Authorization of Stock Buyback Plan (Oct. 15, 2020). 2021 Morgan, Lewis & Bockius LLP 9 2018. On February 21, 2018, the companys CEO directed its CFO to initiate a $250 million share buyback.39 On February 22, 2018, its legal department concluded that the company was not in possession of material nonpublic information and approved a Rule 10b5-1 plan to repurchase $250 million of stock in accordance with 2015 and 2016 Board authorizations for share repurchases.40 The buyback was executed over a period of weeks while the company negotiated, and ultimately reached, an agreement to be acquired. A month after completing the buyback, the company publicly announced the acquisition in a deal valuing the company at over $150 per share.41 The SEC concluded that the company repurchased 2.6 million shares of its stock from investors at an average price of $97 per share.42 Rather than charge the company with insider trading, which would have required demonstrating scienter an intent to defraud the SEC charged the company with a controls violation. The SEC alleged “insufficient internal account controls” including an “abbreviated and informal process to evaluate the materiality of the acquisition discussions that did not allow for a proper analysis of the probability that the company would be acquired.”43 Further, the “informal process did not require conferring with persons reasonably likely to have potentially material information regarding significant corporate developments prior to approval of share repurchases.”44 As a consequence, the SEC found that the company “violated Exchange Act Section 13(b)(2)(B), which requires all reporting companies to devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that, among other things, transactions are executed in accordance with managements general or specific authorizations, and access to assets is permitted only in accordance with managements general or specific authorization.”45 Without admitting or denying the findings, the company agreed to cease and desist from further violations and to pay a $20 million fine. The SECs two Republican Commissioners, Hester Peirce and Elad Roisman, took the seldom-used step of issuing a Public Statement explaining their opposition to the action and rationale as an overreach for an internal controls case.46 Future application of Section 13(b)(2)(B) to reach other stock transactions will turn on how broadly the SEC will apply this interpretation of “transactions” and “access to assets.” The authorization or exercise of stock options, for example, is a transaction that should be approached with the level of diligence described above. In addition, we expect additional scrutiny and possible rulemaking regarding executive 10b5-1 plans in 2021. While 10b5-1 plans are designed to provide protections for prearranged trades, questions have arisen concerning the need to further clarify the requirement that an executive entering into the plan does not possess material, nonpublic information at the time that he or she enters into the plan. In an 39 In re Andeavor, Admin. Proceeding File No. 3-20125, 4 (Oct. 25, 2020). 40 Id. 5. 41 Id. 42 Id. 7. 43 Id. 6. 44 Id. 45 Id. 24. 46 Public Statement, Securities and Exchange Commission, Statement of Commissioners Hester M. Peirce and Elad L. Roisman - Andeavor LLC (Nov. 13, 2020). 2021 Morgan, Lewis & Bockius LLP 10 oversight hearing before the Senate Banking Committee on November 17, 2020, both Chairman Clayton and Democratic members of the Senate appeared to agree that additional rulemaking is necessary to prevent timing trades in a fortuitous manner for that executive, such as a “cooling-off period” between the date the plan is adopted and the first trade. 47 In response to a question for Senator Sherrod Brown asking if “clear standards to follow and avoid abuses” were necessary, Chairman Clayton stated: “for executives, I am a proponent of a cooling-off period. When you put your plan in place, say you do it in June, there are no purchases or sales, in most cases it is sales, for a period of time. Whether that is three months or six months whatever that is, that gives everybody comfort that timing was not planned ahead. That fortuity was an intent. I think that is something we all should explore.”48 Lessons of note: Consider revising internal policies and procedures surrounding approval of share buybacks to include a formal process that includes a requirement to confer with persons reasonably likely to have potential material information regarding significant corporate developments. Consider applying the same rigor to any approval of a Rule 10b5-1 plan and revisit required cooling-off periods. Consider establishing a Rule 10b5-1 plan for stock repurchases, and consider an appropriate cooling-off period. Ensure that all steps are fully documented in a uniform manner. CYBER INTRUSIONS THE CURRENT SEC PLAYBOOK In the past three years Enforcement created the Cyber Unit designed to “focus the Enforcement Divisions substantial cyber-related expertise on targeting cyber-related misconduct,”49 issued a report pursuant to Section 21(a) of the Exchange Act on nine public companies that were victims of cyber-related frauds, and considered whether these companies violated federal securities laws by failing to have a sufficient system of internal accounting controls.50 The SEC also adopted a statement and interpretive guidance to assist public companies in preparing disclosures about cybersecurity risks and incidents.51 These efforts, and two related enforcement actions discussed below, have set the stage for what has become standard investigative techniques for Enforcement when a cyberincident becomes public. With regard to cyber-related disclosure, in April 2018, the SEC charged a publicly traded company that was a victim of a massive breach of its user database by hackers associated with the Russian Federation that resulted in the “theft, unauthorized access, and acquisition of hundreds of millions of its users data, 47 See Oversight Hearing, Securities and Exchange Commission (Nov. 17, 2020). 48 Id. 49 See Press Release, Securities and Exchange Commission, SEC Announces Enforcement Initiatives to Combat Cyber-Based Threats and Protect Retail Investors (Sept. 25, 2017). 50 Morgan Lewis, LawFlash, SEC Issues Report on Cyber Fraud Against Public Companies, Internal Control Requirements (Oct. 31, 2018). 51 Press Release, Securities and Exchange Commission, SEC Adopts Statement and Interpretive Guidance on Public Company Cybersecurity Disclosures (Feb. 21, 2018). 2021 Morgan, Lewis & Bockius LLP 11 including usernames, birthdates, and telephone numbers.”52 The SEC found that the company violated Sections 17(a)(2) and 17(a)(3) of the Securities Act and Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, 13a-13, and 13a-15 thereunder by failing to disclose the breach in its annual and quarterly reports. Without admitting the finding, the company settled the matter and paid a $35 million civil penalty. At the heart of the SECs action was the allegation that “senior management and relevant legal staff did not properly assess the scope, business impact, or legal implications of the breach, including how and where the breach should have been disclosed in the companys public filings or whether the fact of the breach rendered, or would render, any statements made by the company in its public filings misleading.”53 Further, the SEC noted that senior management and legal teams did not share information regarding the breach with its auditors or outside counsel in order to assess the companys disclosure obligations and “did not maintain disclosure controls and procedures designed to ensure that reports from the companys information security team raising actual incidents of the theft of user data, or the significant risk of theft of user data, were properly and timely assessed to determine how and where data breaches should be disclosed.”54 With regard to cyber-related insider trading, in March 2018, the SEC charged a chief information officer and a product development manager of software engineering with insider trading in advance of the public announcement of a data breach at their employer that exposed Social Security numbers and other personal information of approximately 148 million US customers.55 Both individuals concluded that the public announcement of the breach would adversely affect the stock price and either traded to profit or avoid losses in advance of the announcement. These two cases provide insight into Enforcement concerns in the wake of cyber events. A publicly traded company that is the victim of a data breach should prepare for SEC scrutiny when the breach becomes public in any manner. This scrutiny will not only focus on the process for responding to, and evaluating reporting arising from the breach but, in addition, those with knowledge will be investigated to determine whether they profited from the information before it became public. Lessons of note: Ensure that cyber intrusion related information is not siloed and consider policies and procedures that reflect a process for the gathering and evaluation of such information in connection with public reporting. Be prepared before the attack, including preparing written action plans for response to cyber intrusions. Consider whether a company-wide blackout on trading is appropriate in light of a suspected data breach. 52 In re Altaba, Admin. Proceeding File No. 3-18448, 1 (Apr. 24, 2018). 53 Id. 14. 54 Id. 15. 55 Press Release, Securities and Exchange Commission, Former Equifax Executive Charged With Insider Trading (Mar. 14, 2018). 2021 Morgan, Lewis & Bockius LLP 12 WHISTLEBLOWERS 2020 WAS A RECORD YEAR Since its first whistleblower award in 2012, the SEC has awarded approximately $728 million to 118 individuals who provided information and assistance that led to successful enforcement actions.56 SEC enforcement actions from whistleblower tips have resulted in over $2.5 billion in ordered financial remedies, including more than $1.4 billion in disgorgements.57 Further, the pace and size of SEC whistleblower awards have increased dramatically over the last three years as the program has matured. In FY 2020 alone, the SEC made a record 39 individual awards of approximately $175 million. 58 This marked a 200% increase in the number of individuals awarded in a single year and, at the time, 31% of the total monies awarded in the programs history.59 Former Director Avakian attributed the sharp increase to efforts within Enforcement to “streamline and substantially accelerate the evaluation of claims for whistleblower awards.” This included a series of amendments to the SEC Rule approved in September 2020 addressing issues such as a presumption of the statutory award amount for certain awards of $5 million or less, allowing awards where relief is a deferred prosecution agreement or non-prosecution agreement by the DOJ, and creating summary disposition procedures for award denials.60 The increased pace and size of awards has continued into FY 2021, including an October 2020 award of $114 million, the largest award to date.61 The $114 million award consisted of an approximately $52 million award in connection with the SEC case and an approximately $62 million award arising out of the related actions by another agency.62 “After repeatedly reporting concerns internally, and despite personal and professional hardships, the whistleblower alerted the SEC and the other agency of the wrongdoing and provided substantial, ongoing assistance that proved critical to the success of the actions.”63 Lessons of note: Continue to promote internal reporting through various compliance channels, as that is the best way to learn of issues and remediate them prior to SEC involvement. 56 Press Release, Securities and Exchange Commission, SEC Awards Over $6 Million to Joint Whistleblowers (Dec. 1, 2020). 57 Public Statement, Securities and Exchange Commission, Chairman Jay Clayton, Strengthening our Whistleblower Program (Sept. 23, 2020). 58 Press Release, Securities and Exchange Commission, SEC Whistleblower Program Ends Record-Setting Fiscal Year With Four Additional Awards (Sept. 30, 2020). 59 2020 SEC Division of Enforcement Annual Report, supra note 1, at 5. 60 Press Release, Securities and Exchange Commission, SEC Adds Clarity, Efficiency and Transparency to Its Successful Whistleblower Award Program (Sept. 23, 2020). 61 Press Release, Securities and Exchange Commission, SEC Issues Record $114 Million Whistleblower Award (Oct. 22, 2020). 62 Id. 63 Id. 2021 Morgan, Lewis & Bockius LLP 13 Review and update policies to make clear prohibitions on retaliation. Review and update agreements to ensure that confidentiality and other provisions do not improperly prohibit whistleblower activities. CONCLUSION The coronavirus crisis forced companies to adapt and the same was true for the SEC. Traditionally, public company cases arose through whistleblowers or after public announcements that resulted in stock price declines. These circumstances still generate the lions share of SEC cases. However, in recent years, significant criticism was levied upon the SEC for failing to identify alleged misconduct before it was publicly exposed. Data analytics is one way for the SEC to identify ongoing violations, and Enforcement spent 2020 honing these tools. Increased whistleblower awards are another way, and the SEC devoted significant resources and attention to streamlining and advertising its whistleblower program in 2020. Expect more of the same in 2021. CONTACTS If you have any questions or would like more information on the issues discussed in this LawFlash, please contact any of the following Morgan Lewis lawyers: Boston David C. Boch 1.617.951.8485 Laurie Cerveny 1.617.951.8527 Michael Conza 1.617.951.8459 Jordan D. Hershman 1.617.951.8455 Bryan Keighery 1.617.341.7269 Emily E. Renshaw 1.617.951.8517 Carl Valenstein 1.617.341.7501 Julio Vega 1.617.951.8901 Dallas Danny S. Ashby 1.214.466.4118 Steve Korotash 1.214.466.4114 David I. Monteiro 1.214.466.4133 Frankfurt Torsten Schwarze 49.69.7140.0763 Hong Kong June Chan 852.3551.8600 Eli Gao 852.3551.8677 Louise Liu 852.3551.8688 Edwin Luk 852.3551.8661 Billy Wong 852.3551.8555 2021 Morgan, Lewis & Bockius LLP 14 Los Angeles John F. Hartigan 1.213.612.2630 London Thomas J. Cartwright 44.20.3201.5671 Timothy J. Corbett 44.20.3201.5690 Iain Wright 44.20.3201.5630 Moscow/London Carter Brod 44.20.3201.5623 New York Thomas P. Giblin, Jr. 1.212.309.6277 John T. Hood 1.212.309.6281 Christopher T. Jensen 1.212.309.6134 Howard A. Kenny 1.212.309.6843 Jeffrey A. Letalien 1.212.309.6763 Christina Melendi 1.212.309.6949 Finnbarr D. Murphy 1.212.309.6704 David W. Pollak 1.212.309.6058 Kimberly M. Reisler 1.212.309.6289 Palo Alto Albert Lung 1.650.843.7263 Philadelphia Michael Baxter 1.215.963.4493 G. Jeffrey Boujoukos 1.215.963.5117 Justin W. Chairman 1.215.963.5061 Michael L. Kichline 1.215.963.5366 James W. McKenzie 1.215.963.5134 Laura Hughes McNally 1.215.963.5257 Alan Singer 1.215.963.5224 Joanne R. Soslow 1.215.963.5262 Pittsburgh Celia Soehner 1.412.560.7441 Princeton David C. Schwartz 1.609.919.6680 Singapore Bernard Lui 65.6389.3092 Joo Khin Ng 65.6389.3089 San Francisco Joseph E. Floren 1.415.442.1391 Susan D. Resley 1.415.442.1351 2021 Morgan, Lewis & Bockius LLP 15 Washington, DC Sean Donahue 1.202.739.5658 Keith E. Gottfried 1.202.739.5947 Linda L. Griggs 1.202.739.5245 Ivan P. Harris 1.202.739.5692 Christopher Ronne 1.202.739.5561 David A. Sirignano 1.202.739.5420 George G. Yearsich 1.202.739.5255 ABOUT US Morgan Lewis is recognized for exceptional client service, legal innovation, and commitment to its communities. Our global depth reaches across North America, Asia, Europe, and the Middle East with the collaboration of more than 2,200 lawyers and specialists who provide elite legal services across industry sectors for multinational corporations to startups around the world. For more information about us, please visit .

2021-04-01 15页 5星级

奥纬咨询（Oliver Wyman）：建立数字银行的时机已经成熟（英文版）（15页）.pdf

在上世纪90年代末和本世纪初取得喜忧参半的成功之后，数字银行终于到来了。在客户行为变化和技术成熟的支持下，数字银行现在正利用卓越的客户体验和结构性成本优势迅速获得客户和存款。然而，颠覆并不总是等于成功.

2021-04-01 15页 5星级

央行绿色金融网络（NGFS）：调整央行操作以适应世界变化（英文版）（56页）.pdf

在所有可能的情况下，与气候相关的风险都将对经济前景、中央银行运作的金融体系以及货币政策的执行产生影响。这些后果的时机和严重性取决于过渡政策的迅速和有效程度。此外，气候变化给各国央行的货币政策操作带来了.

2021-04-01 56页 5星级

凯捷（Capgemini）：2021年商业银行趋势报告（英文版）（26页）.pdf

当我们发布2020年商业银行趋势(2019年第四季度)时，几乎没有人能预见到，一场全球健康危机会扰乱在某些情况下改变如此之多的行业。现在，2020年的不确定性正在为近期的金融服务业定下全球基调。因此，.

2021-03-31 26页 5星级

ACCA：会计金融行业领导包容性调查报告（英文版）（64页）.pdf

自1904年成立以来，ACCA的核心价值观就是为所有人提供一个开放的职业。包容、诚信和创新是如今ACCA的三大核心价值观，这可以追溯到一个多世纪前创建ACCA的独特原因。它们反映了ACCA为全球职业带.

2021-03-31 64页 5星级

亚洲开发银行（ADB）：工业4.0时代的印度尼西亚技能发展报告（英文版）（92页）.pdf

就业机会的未来是未来几年亚太地区发展中国家发展难题的核心，培养具备适当技能和能力的未来劳动力是亚洲开发银行技术和职业教育以及技能开发组合的核心。近年来，颠覆性技术对就业和劳动力市场的影响，加剧了人们对.

2021-03-31 92页 5星级

Swift：新常态下打击机构支付欺诈：基本辩护、反措施和最佳做法（英文版）（13页）.pdf

减少欺诈是现代金融生态系统中最具挑战性的方面之一，尤其是在危机时期。当世界像今天这样经历一个不稳定或快速变化的时期时，网络犯罪分子已经准备好并等待着利用不确定性，在通常强硬的安全框架中寻找漏洞。机构支付欺诈是一种极具挑战性的主要欺诈类型，网络犯罪分子试图非法进入机构系统，窃取大量未被发现的款项。COVID-19大流行导致了非常恶劣的工作条件，工作人员不得不远离他们安全的办公环境，远程工作，主要是在自己家里。组织必须调整前台和后台流程以确保业务连续性，这可能会带来额外的安全风险。欺诈者很快就利用了工作流程变化带来的机会。2020年初，新加坡金融管理局(MAS)、美国国土安全部(DHS)、网络安全和基础设施安全局(CISA)，而英国国家网络安全中心(NCSC)都发表声明警告说，网络犯罪和高级持久性威胁组织(APT)在与COVID19有关的诈骗中，以各种规模的个人和组织为目标。这些诈骗包括电子邮件网络钓鱼和创建销售个人防护装备(PPE)的假网站。这些机构进一步警告说，远程工作和虚拟专用网络(vpn)使用的增加可能会放大网络攻击的风险。在全球爆发COVID-19病毒几个月后，世界不同地区发现自己处于控制该疾病传播的不同阶段。尽管业务连续性仍然是重中之重，但金融机构也在研究如何回到更受认可的工作方式，以及如何制定适合新业务常态的政策、流程和工具。

2021-03-31 13页 5星级

Swift：携手共创全球金融交易的未来（英文版）（21页）.pdf

为了解决共同的挑战，金融生态系统需要合作，我们设定了一条重塑全球交易的道路。这一转变将使我们的社区能够向最终客户提供更快、更智能、更好的服务，促进服务扩展到新的细分市场，并降低成本和投资水平。它将为整.

2021-03-31 21页 5星级

印度品牌价值基金会：印度银行业发展报告（英文版）（38页）.pdf

印度品牌资产基金会(IBEF)委托萨瑟兰全球服务私人有限公司准备/更新本报告。保留所有权利。本演示文稿及相关作品的所有版权均由IBEF独家拥有，并在双方签订的专业服务协议的约定期间交付。不得复制相同,.

2021-03-30 38页 5星级

方舟投资（ARK Invest）：Big Ideas 2022-年度投研报告（英文版）（112页）.pdf

直到最近，人类还为所有软件编程。深度学习是人工智能(AI)的一种形式，它使用数据来写作软件。通过“自动化”软件的开发，深度学习可以推动每个行业的发展。根据ARK的研究，深度学习将在未来15-20年为全.

2021-03-30 112页 5星级

欧盟经济委员会：如何解除对银行系统的新冠肺炎支持措施（英文版）（25页）.pdf

在2020年第一次与大流行有关的封锁期间，欧元区银行体系为稳定经济提供了关键支持。尽管金融市场存在强烈的风险厌恶情绪，但在2020年年中，贷款标准放松，信贷扩大，中小企业尤其受益。这种信贷扩张阻止了经济过早留下伤痕，也阻止了当时面临流动性短缺、但尚未出现偿付能力问题的企业破产。到2020年第三季度，仍然广泛的延期还款覆盖了欧元区6.4%的企业贷款，中小企业贷款的比例甚至更高。到2020年底，公共贷款担保覆盖了欧元区四个最大国家GDP的1%到8%，这解释了该货币联盟在过去一年中信贷增长的大部分原因。这些贷款组合将不可避免地与巨大的信贷风险联系在一起，尽管这可能只有在支持性政策逐步退出后才会成为现实。各国的信贷支持措施在很大程度上依赖于欧洲监管机构、欧洲央行(ECB)和其他监管机构采取的扶持政策，以及各种资本减免措施和流动性操作。支持性措施采取了修订欧盟法规(例如，延长的国际财务报告准则9过渡性安排)、监管政策(如在欧洲银行管理局(EBA)暂停指导方针)和解释性声明(例如，关于默认定义)的形式。

2021-03-30 25页 5星级

美国消费者金融保护局（CFPB）：联邦消费者金融法律报告特别工作组（英文版）（100页）.pdf

随着消费信贷市场的发展，人工智能(AI)、机器学习(ML)和替代数据的使用等新技术和方法正在迅速发展，以更好地服务客户。除了降低成本、提高速度和提高准确性之外，这些技术还可以更好地预测违约和提前还款的.

2021-03-29 100页 5星级