Defendant Name: Leaf Group Ltd.

Defendant Type: Subsidiary of Public Company
Public Company Parent: Graham Holdings Company
SIC Code: 7313
CUSIP: 38463710

Initial Case Details

Legal Case Name In the Matter of Leaf Group Ltd.
First Document Date 07-Jan-2022
Initial Filing Format Administrative Action
File Number 3-20696
Allegation Type Issuer Reporting and Disclosure

Violations Alleged

Exchange Act
• Rule 12b-20
• Sec 13(a)
• Rule 13a-1
• Rule 13a-11
• Rule 13a-15
• Sec 14(a)
• Rule 14a-3
• Rule 14a-9

Resolutions

First Resolution Date 07-Jan-2022
Headline Total Penalty and Disgorgement $325,000

Related Documents:

34-93929 07-Jan-2022 Administrative Proceeding
Order Instituting Cease-And-Desist Proceedings, Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-And-Desist Order
On January 7, 2022, the SEC instituted settled cease-and-desist proceedings against Leaf Group LTD. stating: "During 2019 and 2020, Leaf did not adequately evaluate and disclose certain material information regarding the independence of members of its board of directors, the independence of board committees, and the existence of interlocking relationships between its directors and executive officers. This resulted in material misstatements and omissions in certain of its public filings. In connection with this conduct, Leaf violated Sections 13(a) and 14(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, 13a-15(a), 14a-3, and 14a-9 thereunder."
34-93929-s 07-Jan-2022 Administrative Summary
SEC Charges Lifestyle E-Commerce Company for Failing to Evaluate and Disclose Board Member's Lack of Independence
The SEC "announced settled charges against formerly publicly-traded Leaf Group Ltd. for failing to adequately evaluate and disclose in its annual proxy statement the lack of independence of a director and a board committee as well as an "interlocking" board-of-directors relationship between that director and Leaf's Chief Executive Officer. SEC reporting rules require public companies to disclose interlocking relationships that impede independence, including when an executive officer serves as a member of the compensation committee of another entity, one of whose executive officers serves as a director of the issuer."