Business Organization Updates

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New Guidance from the DOJ on Your Compliance Program

The U.S. Department of Justice (DOJ), Criminal Division, Fraud Section, recently released new guidance associated with its Guide to the U.S. Foreign Corrupt Practices Act. The guidance, entitled Evaluation of Corporate...more

Executive Compensation and Benefits Alert: Nuisance Plaintiffs Pursue Novel Theories to Exact Section 16 Settlements

The so-called “short-swing profit rule” under Securities Exchange Act Section 16(b) generally prohibits officers and directors as well as 10 percent shareholders of a U.S. public company from profiting from any purchase or...more

Exemptions for Security-Based Swaps

On February 10, 2017, the Securities and Exchange Commission (SEC) extended to February 11, 2018 the expiration dates of certain interim final rules relating to “exemptions under [various securities laws] for those...more

Big Changes in Pennsylvania for LLCs, LLPs, LPs, and GPs

A major overhaul and modernization of the laws governing unincorporated associations in Pennsylvania took effect Tuesday. Act 170 of 2016, signed into law in November and currently being tracked by Barley Snyder...more

This Week In Securities Litigation

NERA issued a report this week on Canadian class actions. Although the number of those actions filed last year increased compared to the year before, over the last several years the number of securities class actions filed in...more

Officers And The Business Judgment Rule

Last weekend I attended a symposium at the UCLA School of Law entitled “Can Delaware Be Dethroned? Evaluating Delaware’s Dominance of Corporate Law”. The event, organized by ever erudite Professor Stephen Bainbridge,...more

How Effective is Your Anti-Money Laundering Program?

At the end of January, Western Union agreed to pay the United States government $586 million to resolve allegations that it failed to maintain an effective anti-money laundering program under the Bank Secrecy Act and aided...more

Blog: Corp Fin Refines Its Position On Proxy Access Fix-It Proposals

Corp Fin has refined its position with regard to exclusion of proposals to amend existing proxy access bylaws. As you may recall, the line drawn so far by Corp Fin has been that, where the shareholder proposal related to...more

DOJ Issues New, Practical Guidance on Effective Corporate Compliance Programs

On February 8th, the Department of Justice (DOJ) Criminal Division, Fraud Section issued new guidance on how it evaluates the effectiveness of a corporate compliance program when conducting an investigation of a corporation....more

Identity of Interest Affiliation: Everything You Need to Know

If your company pursues small business set-aside contracts, either as a prime contractor or as a subcontractor, you have to prepare for the possibility of a post-award size protest alleging affiliation. Once the protest is...more

Cybersecurity: Regulatory Risks for Canadian Issuers

In the United States, the Securities Exchange Commission (SEC) has taken an active role in regulating cybersecurity issues. Canadian issuers should be aware that the risk of regulatory enforcement may be coming to Canada....more

KPMG Issues 2017 Global Audit Committee Pulse Survey

Recently, KPMG released its 2017 Global Audit Committee Pulse Survey, which reports on audit committee activities based on survey responses from 800 audit committee members across 42 countries. Asking, "Is Everything Under...more

EU member states reached consensus on anti-hybrid mismatch measures

On February 21, 2017, the Council of the European Union (ECOFIN, in this context) reached political consensus on a directive (known as ATAD 2) amending the EU Anti-Tax Avoidance Directive as adopted on July 17, 2016 (EU...more

SEC Speaks Acting Chair Piwowar’s Remarks

At today's, February 24, 2017, Practising Law Institute SEC Speaks annual program, Acting Chair Piwowar made opening remarks. During his wide-ranging discussion, Acting Chair Piwowar, inspired by William Graham Sumner’s the...more

General Counsel Permitted to Use Attorney-Client Privileged Information in Whistleblower Retaliation Case

In a recent case, Wadler v. Bio-Rad Laboratories, Inc. case number 3:15-cv-02356 (2016), the federal court in the Northern District of California ruled that the plaintiff and former general counsel of Bio-Rad Laboratories...more

Raising Startup Venture Capital: Pitfalls and Pointers

According to a study of 101 failed startups, 29% cited a lack of sufficient capital as the ultimate reason for failure. So how can you best approach your search for capital in an attempt to keep your startup from becoming...more

IRS Begins to Target Management Fee Waivers on Audit

According to a recent BNA news report, the Internal Revenue Service (IRS) has proposed adjustments and penalties to a private fund manager related to its use of management fee waivers and transaction fee offsets. Based on the...more

Justice Department Sets Standards for Evaluation of Corporate Compliance Programs

Since the Department of Justice’s (“DOJ”) announcement of its new compliance counsel expert in November 2015, many have been waiting patiently for additional insight into the DOJ’s emphasis on corporate compliance programs....more

Blog: 2017 M&A Trends Series: Appraisal Risks Factor High

So far this year, deal parties are approaching M&A with cautious optimism. This series of Cooley M&A blog posts include some brief observations that offer some M&A highlights over the past year and our thoughts for the year...more

Transparency International Publishes “Top Secret: Countries Keep Financial Crime Fighting Data to Themselves”

On February 15, 2017, Transparency International (“TI“) published the above report, recommending that national authorities engage to a greater level in making public disclosure of their countries’ anti-money laundering...more

Day 18 of One Month to a Better Board-Six Areas of Board Inquiry into Compliance [Video]

Where does “Tone at the Top” start. With any public and most private US companies, it is at the Board of Directors. But what is the role of a company’s Board in FCPA compliance? We start with several general statements about...more

Squeeze out Litigation isn’t just for the Rich, Famous and Camouflaged

Law360 recently reported that the creators of Duck Dynasty were in litigation with the Hollywood production company to whom they sold a controlling interest. The suit alleges the new control group was vilifying the original...more

Practice Pointers: Anticipating and Addressing SEC Comments on Non-GAAP Financial Measures - February 2017

The use of non-GAAP financial measures by public companies continues to be an area of growing concern for the Securities and Exchange Commission (“SEC”). Since the staff of the SEC’s Division of Corporation Finance (the...more

Court Finds Promissory Notes Are Not Securities

Yesterday’s post concerned the Court of Appeal’s decision in People v. Black, 2017 Cal. App. LEXIS 130 (Cal. App. 6th Dist. Feb. 16, 2017). The case involved the criminal prosecution of an individual for making false...more

Cyber-Extortion: A How-To Guide

Cyber extortion refers to a situation in which a third party threatens that if an organization does not pay money, or take a certain action, the third party will take an adverse action against the organization. Among other...more

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