SEC Targets Alphabet, Goldman Sachs, and Others in $3.8 Million Penalty Crackdown

The U.S. Securities and Exchange Commission (SEC) announced that it has levied more than $3.8 million in penalties against 23 entities and individuals for failing to file timely reports about their holdings and transactions in public company stock. The enforcement action also included charges against two public companies for contributing to filing failures by their officers and directors and for not reporting their insiders' filing delinquencies as required.

The charges stem from SEC enforcement initiatives focused on Schedules 13D and 13G reports and Forms 3, 4, and 5. These forms are crucial for providing information about significant stock ownership and insider transactions in public companies. The SEC emphasized that these reporting requirements apply regardless of the profitability of trades or the reasons for transactions.

Among the notable entities charged were:

• Alphabet Inc., which faced the largest penalty of $750,000. The tech giant was also charged with failing to timely file Forms 13F, which are required for institutional money managers with certain sizeable securities holdings.
• The Goldman Sachs Group, Inc., which was penalized $300,000.
• Oaktree Capital Management, L.P. and The Bank of Nova Scotia, each facing penalties of $375,000.

Individual penalties ranged from $10,000 to $200,000, with Jack W. Schuler of Lake Bluff, Illinois, receiving the highest individual fine.

Two public companies, Legacy Housing Corporation and Celsius Holdings, Inc., were each fined $200,000 for contributing to filing failures and failing to report delinquencies.

Thomas P. Smith, Jr., Associate Regional Director of the SEC's Division of Enforcement, stated, "To make informed investment decisions, shareholders rely on, among other things, timely reports about insider holdings and transactions and changes in potential controlling interests." He added that the actions serve as a reminder to large investors about the importance of timely filings.

The SEC noted that it used data analytics to identify the charged individuals and entities. All parties agreed to cease and desist from future violations and to pay the civil penalties without admitting or denying the findings.

This enforcement action follows a similar initiative by the SEC in September 2023, underscoring the agency's ongoing focus on timely and accurate reporting of insider transactions and beneficial ownership.

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