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Just Who Is A Promoter And Why You May Want To Know

The California General Corporation Law uses, but does not define, the term “promoter”. For example, a promoter can be criminally prosecuted. Corporations Code Section 2251 provides that any promoter “who knowingly and...more

Update: Crackdown on Casino AML Deficiencies Continues as Caesars Entertainment Corp. becomes subject of FinCEN and DOJ...

On October 21, 2013, Caesars Entertainment Corp. (“Caesars”) announced in its filing with the Securities and Exchange Commission that its subsidiary Desert Palace, Inc. (owner of Caesars Palace) was under investigation for...more

Read All About It-Newspaper Reporting And FCPA Allegations

One of the avenues rarely discussed for allegations of violations of the Foreign Corrupt Practices Act (FCPA) to work their way to the Department of Justice (DOJ) or Securities and Exchange Commission (SEC) is through good...more

Canada and the United States Join Hands to Hunt Down Securities Fraud: Double Exposure for Companies and Their Executives?

Companies facing the recent surge of regulatory change in the United States, particularly under the Dodd-Frank Wall Street Reform and Consumer Protection Act, now may have Canadian regulators to worry about as well. On June...more

Corporate Governance Breakdowns

Corporate board members face a very tough environment. ...more

SIGTARP's Pursuit of TARP-Related Misconduct – No End in Sight

On July 24, 2013, the Office of the Special Inspector General for the Troubled Asset Relief Program (“SIGTARP”) filed its latest Quarterly Report to Congress (the “July Report”). The July Report summarizes SIGTARP’s recent...more

Will Independent Directors Be on the Hook for Failure of Internal Controls in FCPA Cases?

The Foreign Corrupt Practices Act ("FCPA" or "the Act") prohibits bribery of foreign public officials in order to obtain or retain business. In addition to its anti-bribery provisions, the FCPA contains accounting provisions...more

Selling Stock Through the President’s Desk Drawer

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

Compliance Communicator: July 2013

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

Serious Fraud Office Issues Draft Code of Practice on Deferred Prosecution Agreements

On 27th June 2013, the UK announced more details of new rules that would introduce Deferred Prosecution Agreements (DPAs) into the UK for corporate offences. DPAs have been the weapon of choice for US regulators when...more

UK Law: Deferred Prosecution Agreements Appear a Step Closer

Deferred prosecution agreements (DPAs), whereby a prosecution for corporate crime is suspended in return for a promise of good behaviour, a possible fine and other conditions, appear likely to be introduced next year in the...more

Stretching The FCPA: The Danger Of The Oracle Case

My good friend and mentor, Judge Sporkin, is not shy nor bashful about his views on the FCPA. When he heard about DOJ’s undercover sting in the Shot Show case, he scoffed, “What a mistake! ...more

Tougher Canadian Foreign Corruption Law Raises the Stakes for Officers and Directors

Canada has significantly strengthened its Corruption of Foreign Public Officials Act (CFPOA) including by adding a new offence that will expand the grounds for criminal liability for corporations and their directors, officers...more

Admit It! SEC May Seek Admissions of Wrongdoing in Settlements

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

Canada Strengthens Its Laws Against Bribery Of Foreign Public Officials

Amendments to the Corruption of Foreign Public Officials Act (CFPOA) that were proposed in Bill S-14 earlier this year were passed into law on June 19, 2013. ...more

What Is Board Responsibility For Compliance?

The nightmare of every corporate director is to wake up to find out that the company of the Board he or she sits on is on the front page of the New York Times (NYT) for alleged illegal conduct. Originally Published in...more

The Floodgates are Open: Second Whistleblower Award Sparks Speculation Over What's Next

Last week, the Securities and Exchange Commission (SEC) issued an order awarding three whistleblower awards to tipsters who helped the SEC with its enforcement action against Locust Offshore Management, LLC and its CEO Andrey...more

Australian Securities & Investment Commission In The Matter Of Northwest Resources Limited V Craigside Company Limited BVI Company...

This case, Australian Securities & Investment Commission (ASIC) in the matter of Northwest Resources Limited v Craigside Company Limited BVI company number 74124 named in the Schedule [2013] FCA 201 considered when it is...more

A Rising Voice on FCPA Compliance: The Court

One FCPA compliance topic we are often asked about by clients is how government investigations start. The U.S. Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) have developed a number of mechanisms...more

The Ralph Lauren FCPA Case: Are There Any Limits to Parent Corporation Liability?

Much of the coverage of the recent Foreign Corrupt Practices Act case against Ralph Lauren Corp. (RLC) focused on the fact that both the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) awarded it...more

The Top 5 FCPA Fallacies

In 2010, the number of federal prosecutions for violation of the Foreign Corrupt Practices Act (FCPA) more than quadrupled. The Department of Justice (DOJ) set a new record for fines and penalties – collecting nearly $1B. The...more

Keeping Internal Investigations Independent and Conflict-Free

Internal investigations can arise in a number of different ways and can concern a number of different subjects. Allegations of financial misconduct, employment-related missteps, and breaches of fiduciary duty, among others,...more

Playing With Ralph Lauren: A Fair Settlement?

The FCPA Paparazzi has been at it again – it is fascinating to watch the reaction of practitioners and commentators in the FCPA arena. ...more

Four Key Board Responsibilities for Monitoring Risk and Compliance

Introduction: High Pressure Regulatory Environment - Now more than ever, there is increased regulatory pressure on organizations – and their Boards of Directors – to create and maintain effective ethics and compliance...more

DOJ and SEC Scrutinize Potential Misuse of Rule 10b5-1 Trading Plans by Corporate Directors Affiliated with Investment Advisers

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

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