Why Every Day Is Proxy Season for Public Companies
Do Employers Have to Pay For All Time Worked?
Do I need an attorney if I am buying or selling a business?
Corcoran: Infighting on Compensation Costs BigLaw Time and Money
Conducting Corporate Internal Investigations
Zimmermann: "Two Class" Partnership Culture Emerging in BigLaw
Appel: Corporate Inversions Could Mean Big Tax Bills For Shareholders
Hedge Funds Word of the Day™ – Accelerated Share Repurchase
Data Privacy: The Next Frontier of Corporate Compliance
Planning For The Exit – What’s Your Exit Strategy?
Hedge Funds Word of the Day™ – CFTC
What are the Implications of Alice v. CLS?
What Questions CEOs and Board Members Should Be Asking Themselves About Tax Inversions
Hedge Funds Word of the Day™ – Derivative
Legal Considerations for Web-Based Start-Ups
After SoundCloud & Wunderlist: How Berlin plans to grow its startup scene
Hedge funds word of the day™ – Big Boy Letter
How Leading Philippine Companies are Using Bonds to Their Advantage
Hedge Funds Word of the Day™ – 10b5-1 Plan
Private Equity's Inversion Excursion: Pepper Hamilton Talks Tax With the Deal
Yesterday I used the lyrics from Emerson, Lake and Palmer’s song Karn Evil No. 9, First Impression, Pt. 2 - “Welcome Back My Friends, To The Show That Never Ends” as an entrée into the topic of the investigation of JP...more
Look inside the desk drawer of many, if not most, community bank presidents and you will find a list of the names of individuals who want to buy or sell the bank’s stock. ...more
Memo to Managers -
Insider Trading Misconception -
A common misconception among employees is that insider trading is only an issue for senior executives, because employees at lower levels don’t have access to...more
The U.S. Securities and Exchange Commission (“SEC”) is poised to modify its “no-admit, no-deny” policy to seek more admissions of wrongdoing from defendants as a condition of settlement in enforcement cases. The change comes...more
Over the past four years, the U.S. Department of Justice (“DOJ”) and U.S. Securities and Exchange Commission (“SEC”) have focused on insider trading involving private funds as one of their key targets in the fight against...more
In Farkas v. Nat'l Union Fire Ins. Co. of Pittsburgh, PA, No. 12-1481, 2013 WL 1459248 (4th Cir. Apr 11, 2013), the Fourth Circuit Court of Appeals affirmed a decision that put teeth into the "in fact" exclusions of a...more
In the latest development in an SEC lawsuit filed Friday, February 15, U.S. District Judge Rakoff extended a freeze on a Swiss Goldman Sachs account linked to possible insider trading in H.J. Heinz Company call options. The...more
The SEC brought a big insider trading case against a number of individuals in the Western District of North Carolina yesterday. The complaint alleges $11 million in illicit profits.
The complaint calls it an insider...more
Yesterday I attended the Securities Enforcement Forum 2012 at the Mayflower Hotel in D.C. Bruce Carton organized an excellent day of panels devoted to a number of securities enforcement topics. Here is the full agenda from...more
Under the “misappropriation theory” of insider trading, a person violates the securities laws by breaching a fiduciary duty to keep information confidential. But what happens when the entity to whom the fiduciary duty was...more
Just to make every compliance officer’s job a little bit more difficult, companies need to adopt and implement an insider trading compliance policy. The Justice Department and the SEC have made headlines through its...more
Last month, in a potentially significant but largely overlooked development, the Department of Justice ("DOJ") signaled that it would "increasingly" pursue "innovative, non-monetary measures" when it settles civil fraud...more
Failing to comply with premerger document disclosure rules can lead to civil and criminal penalties for companies and their executives.
On May 3, 2012, Kyoungwon Pyo, a senior executive at Hyosung Corporation, agreed to...more
On January 6, 2012, the Securities and Exchange Commission (“SEC”) announced that it has modified its settlement policy for enforcement actions that also involve a criminal conviction or admissions by a defendant of criminal...more
Over the years, I’ve noted that a number of evil twins have walked the corporate securities law stage.
Other People’s Money
O.P.M. Leasing Services, Inc. was a large computer leasing company that crashed into...more
The longest prison term ever imposed in a Foreign Corrupt Practices Act (“FCPA”) case -- fifteen years -- was recently given to Joel Esquenazi, former president of Terra Telecommunications Corporation, after a jury convicted...more
Information on how to keep an embezzlement from taking place....more
Several news stories appeared this week about three Southern California mothers who allegedly used their involvement in an elementary school PTA to solicit investors in a Ponzi scheme. According to this press release issued...more
In this issue: The Vivendi Ruling: Revisiting Three Key Issues (and Adding Two More); Delaware Chancery Court Update: Recent Decisions Shed New Light on Stapled Financing Offered by Financial Advisors, Duties of Directors...more
A brief introduction to how the Bribery Act 2010 will affect commercial organisations and the steps that they need to take now to minimise their risk....more
Sintesi dei contenuti del Bribery Act - in vigore in UK dal 01 luglio 2011...more
There are several multinational companies in Indonesia which have a parent company, affiliate, subsidiary or even a listed company in the US and UK. One of the issue for such companies is that, developing countries such as...more
Our bi-monthly newsletter for attorneys featuring articles re: ACFE report highlighting the importance of antifraud controls; Authentication issues: Who creates ESI; Rule 26 Amendments extending greater work product...more
"Federal regulators have authorized legal action against more than 50 executives and directors of collapsed U.S. banks as they seek to recover about $1 billion in losses.
A spokesman for the Federal Deposit Insurance Corp....more
Companies face serious challenges when a terrible accident has happened (including substantial civil exposure). In the recent Life Care Centers decision, the Massachusetts SJC has rejected the "aggregation" theory of...more
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