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Tom Bednar

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Tom Bednar’s practice focuses on securities enforcement and litigation, white-collar criminal defense, and litigation.

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The following is part of our annual publication Selected Issues for Boards of Directors in 2026. Explore all topics or download the PDF.

Fiscal year 2025 was a year of extremes in terms of the number of enforcement actions brought by the Securities and Exchange Commission (SEC). During the first quarter of fiscal year 2025 (October through December 2024), the SEC reported a record-breaking number of enforcement actions.[1] However, for the remainder of the fiscal year, the SEC’s enforcement numbers significantly declined. Despite the reduction in enforcement actions seen in the second half of the year, there are early indications that enforcement under the second Trump administration is not disappearing but instead shifting focus. Public companies should expect continued SEC enforcement focused on fraud and harm to investors, and should remain mindful of the SEC Enforcement Division’s emphasis on voluntary report and cooperation.Continue Reading The Shifting SEC Enforcement Landscape: 2025 Year-in-Review

Introduction[1]

Many jurisdictions have passed laws promoting and protecting whistleblower reporting, particularly with respect to potential violations of law by companies and their executives, while certain law enforcement authorities have introduced monetary awards programs to provide incentives to report potential violations of law.[2] These previous efforts to encourage whistleblower reporting generally continued in the past year. In this three-part series, we first discuss the outlook for whistleblower programs in the United States under the new administration. Second, we review initiatives relating to whistleblower reports in other jurisdictions over the past year. Third, we address emerging issues and considerations for companies in relation to whistleblower reports.Continue Reading Whistleblowing in Focus: Recent Developments, Emerging Issues, and Considerations for Companies

The U.S. Securities and Exchange Commission (“SEC”) Division of Examinations (the “Division”) released its 2026 examination priorities on November 17, 2025 (the “2026 Priorities”). As expected from the new leadership, the 2026 Priorities signal less (but still present) focus on private fund advisers and more focus on retail advisers and emerging technologies such as AI and algorithmic advice. Overall, the extremely high overlap in priorities from prior years is notable, leading our main takeaway from the 2026 Priorities to be whether and how the Division Staff will emphasize public messages such as Risk Alerts and Exam Observations compared to private actions like detailed deficiencies and numerous referrals to the Enforcement Division.Continue Reading SEC Exam Priorities 2026 Priorities Largely Consistent: Will Approach to Deficiencies and Enforcement Referrals Change?

For more insights and analysis from Cleary lawyers on policy and regulatory developments from a legal perspective, visit What to Expect From a Second Trump Administration.

The new administration has recently taken steps to reduce or even eliminate the role of the Consumer Financial Protection Bureau (CFPB) in the supervision of certain financial institutions and the enforcement of federal consumer protection statutes.  While these actions represent a significant departure from the prior administration’s approach to consumer protection, and while a less active CFPB will likely reduce the federal regulatory burden on entities that have been subject to CFPB supervision, consumer financial protection enforcement is not likely to disappear. Instead, it will likely shift to state attorneys general (AG), which had already been active, along with the CFPB, in consumer protection.  This means entities that provide products or services in the consumer finance space will need to continue to be attentive to federal consumer protection statutes (such as the Consumer Financial Protection Act) that can be enforced by states, to state consumer protection statutes, and to state AG inquiries.Continue Reading Consumer Protection Compliance Remains Crucial in Spite of CFPB Work Stoppage

The following is part of our annual publication Selected Issues for Boards of Directors in 2025. Explore all topics or download the PDF.

The Securities and Exchange Commission (SEC) and Department of Justice (DOJ) both had active enforcement years in 2024. The SEC’s aggressive focus on crypto enforcement continued, resulting in the filing and continued litigation of several cases in federal courts nationwide. The DOJ announced a number of policy updates in 2024, including guidance related to voluntary disclosures and corporate enforcement, and remained active in the foreign corruption and national security spaces. Finally, both the SEC and DOJ have increased their focus on AI and new technologies, showing increasing concern about the risks associated with AI, with the DOJ issuing guidance on AI in compliance programs and the SEC bringing cases related to misleading marketing about the use of AI in investment strategies. As noted more fully below, with the incoming Trump Administration, enforcement priorities at both SEC and DOJ are expected to shift. The SEC is expected to have a renewed focus on traditional enforcement areas, such as accounting fraud, misrepresentations in securities offerings and insider trading, with significant reductions in enforcement activity related to crypto, cyber incidents and ESG issues. The DOJ is likely to continue its focus on FCPA and national security (including sanctions and export controls), while devoting increasing resources to immigration and violent crime. Additionally, the benefits of cooperation are likely to increase at both the SEC and DOJ, with the potential for reduced penalties for companies able to effectively demonstrate their cooperation and self-remediation.Continue Reading An Active Year in Enforcement, with Changes to Come

On November 22, the Securities and Exchange Commission announced its enforcement results for the 2024 fiscal year with a record $8.2 billion in financial remedies.[1]  At the same time, a few cases and sweeps comprised the vast bulk of that amount, and the number of cases brought dropped by 26%.  In a press release announcing the results, Acting Enforcement Director Sanjay Wadhwa touted the agency’s “high impact enforcement actions” and noted “stepped up efforts” by market participants to self-report their own potential wrongdoing, cooperate in SEC investigations, and remediate any shortcomings.  Chair Gary Gensler, who recently announced he will step down at the start of the next Trump presidency, described the Enforcement Division as a “steadfast cop on the beat.”  Set forth below are key highlights on enforcement trends from the past year, as well as predictions for what the next year may hold under a new administration.Continue Reading SEC FY 2024 Enforcement Results: Record Dollars But Many Fewer Cases

On October 22, 2024, the SEC announced settled enforcement actions charging four companies with making materially misleading disclosures regarding cybersecurity risks and intrusions. These cases mark the first to bring charges against companies who were downstream victims of the well-known cyber-attack on software company SolarWinds. The four companies were providers of IT services and digital communications products and settled the charges for amounts ranging from $990,000 to $4 million.Continue Reading SEC Charges Four Companies Impacted by Data Breach with Misleading Cyber Disclosures

In the past few weeks, the Securities and Exchange Commission (“SEC”) has announced three settled enforcement actions alleging violations of the internal controls provisions of the federal securities laws.  The cases are notable less for the SEC penalties involved—which ranged from no penalty to $400,000—but rather for the other, more dire consequences the companies experienced as a result of internal controls failures, such as financial restatements, delayed SEC filings that led to an exchange delisting, and serious employee misconduct that went unchecked.  The cases underscore the importance of establishing and maintaining effective systems of internal control over financial reporting. Continue Reading Trio of SEC Enforcement Actions Underscores Importance of Internal Controls, Including in M&A Context

On November 14, the Securities and Exchange Commission announced its enforcement results for the 2023 fiscal year,[1] with case numbers up from fiscal year 2022 and monetary sanctions at the second highest level in the agency’s history, though down significantly from last year’s record highs.  In a press release announcing the results, Enforcement Director Gurbir Grewal noted that the past year’s cases demonstrate how the agency “work[s] with a sense of urgency, using all the tools in our toolkit.”  This post evaluates how the SEC used its enforcement tools in the past year and surveys the enforcement highlights in key substantive areas.Continue Reading SEC Announces FY 2023 Enforcement Results with Second-Highest Penalties on Record

On September 25, 2023, the Securities and Exchange Commission announced settled cease-and-desist charges against GTT Communications, Inc. (“GTT”), a formerly publicly-traded multinational telecommunications and internet service provider company.  The SEC charged GTT with failing to disclose material information regarding unsupported accounting adjustments, which caused the company’s statements to be misleading with respect to its cost of revenue.  Continue Reading SEC No-Penalty Settlement Signals Heightened Focus on Self-Reporting and Cooperation