The third installment in a six-part series, Outten & Golden’s Whistleblower & Retaliation Practice examines the securities violations central to the SEC’s current enforcement agenda.

Key Facts:

• Cross-border fraud occurs when securities misconduct spans international boundaries. These cases can involve foreign companies, overseas executives, international investors, or evidence and assets located across multiple countries, making misconduct more difficult to detect and investigate.
• The SEC is increasing its focus on fraud involving foreign companies, to ensure that companies seeking access to U.S. markets meet the same expectations for transparency and accountability as domestic issuers. A key goal is protecting American investors from undisclosed risks. In 2025, the agency launched a dedicated Cross-Border Task Force to investigate misconduct involving foreign-based companies accessing U.S. capital markets.
• Whistleblowers play a critical role in uncovering cross-border fraud. Because key documents, transactions, and communications may be located overseas – such as inside a company’s finance department – insider information can help identify misconduct that might otherwise remain hidden from investors and regulators.

In April 2026, David Woodcock took the reins as the Director of Enforcement at the Securities and Exchange Commission. In his first public remarks, Director Woodcock delivered a keynote address at the MFA Legal & Compliance 2026 Conference outlining a traditional enforcement agenda focused on high-impact cases in the following areas: Offering Fraud, Accounting and Disclosure Fraud, Market Manipulation, Insider Trading, Private Funds, and Cross-Border Fraud. This article examines cross-border fraud, a growing priority for the Commission as global markets become increasingly interconnected and accessible.

What Is Cross-Border Fraud?

Cross-border fraud involves securities misconduct that spans international boundaries. These cases may involve foreign companies accessing U.S. capital markets, executives operating overseas, international investors, foreign intermediaries, or assets and evidence located across multiple jurisdictions.

The SEC’s interest in this area reflects a broader concern: foreign-based actors should not be able to exploit differences between regulatory systems to gain an unfair advantage over U.S. businesses or expose American investors to undisclosed risks. The challenge for regulators is that distance, differing legal systems, and limited access to foreign records can make it tricky to detect and pursue misconduct.

In 2025, the SEC doubled-down on this area, launching a dedicated Cross-Border Task Force focused on identifying fraud involving foreign-based companies accessing U.S. markets, including potential violations involving market manipulation and corporate disclosures. The Task Force operates within the Division of Enforcement, with support from the Office of International Affairs and the Division of Corporation Finance.

Examples of Cross-Border Fraud

Cross-border fraud occurs when a securities violation involves foreign actors, assets, transactions, or evidence located in more than one country. It can take many forms, such as:

• A foreign company listing shares on a U.S. exchange while allegedly providing false financial information.
• Executives overseas manipulating the price of a U.S.-traded security.
• A foreign issuer hiding related-party transactions, undisclosed liabilities, or government affiliations.
• Auditors, investment banks, or other gatekeepers failing to conduct adequate due diligence before facilitating access to U.S. investors.
• International “pump-and-dump” schemes targeting U.S. retail investors.
• Foreign-based investment platforms or promoters offering fraudulent investment opportunities to U.S. investors.

Recent enforcement activity illustrates the SEC’s interest in this area. In May 2026, the SEC entered final judgement in an action against Gautam and Sagar Adani, agreeing to an $18 million settlement to resolve allegations of the Adanis’ concealment of a massive bribery scheme. The matter involved more than $175 million raised from U.S. investors through a $750 million bond offering. The SEC alleged that offering documents contained misleading statements regarding the company’s anti-corruption practices.

Why Is Cross-Border Fraud an Enforcement Priority?

As U.S. investors increasingly participate in global markets, the SEC has placed greater emphasis on misconduct involving foreign issuers, overseas actors, and cross-border transactions. Foreign companies may operate with different accounting standards, corporate governance practices, or regulatory environments, making it more difficult for investors to assess risk.

When fraud occurs, individual investors may face significant losses without the ability to independently evaluate foreign operations or verify corporate disclosures. Regulators also encounter practical challenges, including obtaining documents located overseas, interviewing foreign witnesses, and enforcing judgments across jurisdictions.

For the SEC, cross-border enforcement is about ensuring that companies seeking access to U.S. markets meet the same expectations for transparency and accountability as domestic issuers.

What Types of Matters Will the SEC Prioritize?

Accounting fraud and misleading disclosures involving foreign companies will remain a significant area of enforcement focus. Potential misconduct may include falsified financial statements, undisclosed liabilities, inaccurate customer or revenue information, or false SEC filings. These violations may involve company executives and officers, but they may also implicate outside professionals—including auditors, accountants, and other advisors—who fail to identify or respond to red flags.

When announcing its Cross-Border Task Force, the SEC specifically highlighted involving companies headquartered outside the United States. These cases may involve traditional schemes such as “pump-and-dump” or “ramp-and-dump” activity, where individuals artificially inflate a security’s price before selling at a profit. The SEC’s review of these schemes increasingly extends beyond trading activity to include promotional campaigns, including misleading statements disseminated through social media and other online platforms.

Certain foreign jurisdictions have received heightened scrutiny because of concerns involving corporate transparency, government influence, access to audit documents, and disclosure practices. Companies based in China, for example, have historically drawn regulatory attention in connection with issues involving audit access, related-party transactions, accounting irregularities, and fabricated business operations.

The SEC may also continue pursuing traditional securities fraud that crosses international borders, including Ponzi schemes, unregistered offerings, crypto fraud, and other fraudulent investment opportunities targeting U.S. investors.

The Commission has also signaled that scrutiny will not be limited to companies and executives. Gatekeepers—including auditors, underwriters, and other professional advisors—may face enforcement risk when they fail to conduct appropriate diligence or help companies access U.S. markets despite warning signs. These professionals serve as critical safeguards in the capital markets, and failures in that role can allow fraudulent companies to reach American investors.

The Role of SEC Whistleblowers

Whistleblowers are often uniquely positioned to identify cross-border fraud because they may learn of or observe misconduct long before regulators become aware of it.

Potential SEC whistleblowers may include employees of foreign companies, auditors, accountants, investment bankers, vendors, and business partners. These individuals may uncover falsified records, misleading SEC filings, undisclosed transactions, or themselves face internal pressure to conceal compliance failures.

Cross-border cases are often difficult for regulators to uncover because key information may sit overseas—inside a company’s finance department, with an outside auditor, or in communications among executives. A frontline whistleblower with actionable intelligence is a game changer.

Looking Ahead

The SEC’s increased focus on cross-border fraud reflects a broader enforcement priority: protecting the integrity of U.S. capital markets in an increasingly global economy.

Foreign companies and international actors seeking access to U.S. investors must comply with U.S. securities laws and maintain accurate, transparent disclosures. As the SEC’s Cross-Border Task Force demonstrates, geographic distance will not shield companies, executives, or gatekeepers from accountability.

For those who attempt to manipulate markets, mislead investors, or conceal wrongdoing, the message from the Commission is clear: play dirty, pay up.