Securities Law, Business Organization, International Law & Trade

The Top 5 FCPA Fallacies

by NAVEX Global on 5/23/2013

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

Lessons from Ralph Lauren: Designing Better Ways to Manage Third Party Risk

by NAVEX Global on 5/21/2013

Trying to avoid the unusually strict import controls in Argentina and facilitate faster clearance of its products through customs, a subsidiary of Ralph Lauren Corp. was found to have bribed local officials between 2005 and...more

Playing With Ralph Lauren: A Fair Settlement?

by Michael Volkov on 5/20/2013

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

Continuous Disclosure – What to Say and When?

by Adam Levine, Su Sze Ting | K&L Gates LLP on 5/16/2013

Key Points - Continuous disclosure is one of the key elements of ensuring market integrity. With the recent amendments to the Listing Rules and the introduction by the Australian Securities Exchange (ASX) of a new...more

OSC’s Crowdfunding Proposal Receives Favourable Comments

by Justin Dharamdial, Hugo-Pierre Gagnon, Shahir Guindi, Matthew Oliver, Ward Sellers | Osler, Hoskin & Harcourt LLP on 5/15/2013

On March 8, 2013, the Ontario Securities Commission (OSC) closed the comment period on its Staff Consultation Paper 45-710: Considerations for New Capital Raising Prospectus Exemptions (the Consultation Paper), which sought...more

The Mergers & Acquisitions Review - Sixth Edition: Chapter 16: Cayman Islands

by Wendy Lee | Harney Westwood & Riegels on 5/14/2013

I OVERVIEW OF M&A ACTIVITY - According to a report of the Cayman Islands Economics and Statistics Office, the Islands’ economy began to recover from the economic downturn in 2011, with real gross domestic product...more

Four Key Board Responsibilities for Monitoring Risk and Compliance

by NAVEX Global on 5/13/2013

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

The Mergers & Acquisitions Review - Sixth Edition: Chapter 13: British Virgin Islands

by Leonard Birmingham, Simon Hudd | Harney Westwood & Riegels on 5/13/2013

I OVERVIEW OF M&A ACTIVITY - Given the international financial climate, it is perhaps unsurprising that the past 12 months have seen unpredictable deal flows involving British Virgin Islands (‘BVI’) companies, with...more

Verbatim: Global Compliance - Quarterly Newsletter: Spring 2013

by Orrick, Herrington & Sutcliffe LLP on 5/10/2013

We've highlighted a few notable developments in corporate governance law taking place this spring that may be of interest to you. For more information on any of the topics listed below, please contact us at...more

Use Planes, Trains And Automobiles To Get To Compliance Week 2013

by Thomas Fox on 5/10/2013

To say I am excited would be putting it mildly. Yes that most premier of compliance related conferences is on the short horizon; Compliance Week 2013 is nearly upon us. It will be from May 20-22 at the Mayflower Hotel in...more

An Exemption For Foreign Subsidiary Formation

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 5/8/2013

The formation of a subsidiary under the laws of a foreign country may not seem to implicate the California Corporate Securities Law. Yet, an offer and sale may occur “in this state” within the meaning of Corporations Code...more

What Companies Can Learn From The Ralph Lauren Corporation FCPA Case

by Lauren DeSantis-Then, Noam Fischman, Jonathan Rosen | Polsinelli on 5/7/2013

Last week, a subsidiary of American fashion designer Ralph Lauren Corporation made global news for violations of The Foreign Corrupt Practices Act of 1977 ("FCPA"). In short, FCPA prohibits covered entities – i.e., those that...more

Proposed Amendments to Investment Canada Act Capture Control-in-Fact Investments by State-Owned Enterprises

by Matthew Anderson, Peter Franklyn, Peter Glossop, Michelle Lally, Shuli Rodal | Osler, Hoskin & Harcourt LLP on 5/2/2013

On April 29, 2013, the Federal Government introduced its 2013 budget implementation bill, Bill C-60,1 which would also implement announcements made by the Federal Government on December 7, 2012 concerning investments by...more

Offshore Litigation Tools for Local Disputes

by Ian Mann | Harney Westwood & Riegels on 4/19/2013

British Virgin Island (“BVI”) and Cayman Islands companies have been a popular choice of investment vehicle for Hong Kong and Chinese companies and individuals. This article explores the key tools available to members of BVI...more

New Swap Business Conduct and Record-Keeping Regulations Kick in for Municipal Bond Issuers and Borrowers

by Nicholas Bentley, Meghan Burke, Charles Carey, Steve Ganis, Gregory Sandomirsky, Len Weiser-Varon | Mintz Levin - Public Finance on 4/18/2013

Beginning May 1, 2013, many new business conduct regulations adopted by the Commodity Futures Trading Commission (“CFTC”) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) will begin to...more

The Harder They Fall

by Michael Volkov on 4/18/2013

As the old saying goes, even a broken clock is correct two times a day. My prediction several weeks ago is turning out to be on target. FCPA enforcement is continuing and will increase throughout the year – DOJ/SEC...more

A Swiss Principal Model Case Study: Restructuring a Multinational Corporation to Achieve Supply Chain and Tax Efficiencies...

by Owen Kurtin on 4/18/2013

The case study discusses the implementation of a "Swiss Principal" model restructuring of a public corporation in the life sciences sector with a multi-billion dollar market capitalization and operations in thirty-five...more

Derivative Transaction Reporting - Baker & McKenzie

by Bill Fuggle, Astrid Raetze | Baker & McKenzie Australia on 4/17/2013

The Australian Securities & Investments Commission (ASIC) recently released Consultation Paper 205 Derivative transaction reporting (CP 205) seeking feedback on its proposals to implement a derivative transaction reporting...more

The Extraterritorial Reach of Derivative Regulation Under Dodd-Frank

by Eileen Bannon | Holland & Knight LLP on 4/15/2013

In the wake of the financial crisis, global regulators have endeavored to undertake significant regulatory reform of the swaps markets. In 2009, the members of the G-20 agreed that: (i) the OTC derivatives contracts should be...more

Corporate Aspects of the UK Financial Services Act 2012

by Sergey Kvitkin, Iain Wright, William Yonge | Morgan Lewis on 4/12/2013

Long-heralded reform of the UK financial services regulation architecture impacts the listed company regime. On 1 April, a new financial regulation architecture became operative in the UK through the Financial...more

Liability of Directors in Canada – An Excerpt

by Ellyn Law LLP on 4/10/2013

This article is an excerpt of the Canada Chapter of International Liability of Corporate Directors, 2nd edition, published by Juris Publishing in February 2013. This excerpt excludes numerous aspects of the full chapter,...more

Private Equity on Notice – Increased SEC Scrutiny and Enforcement in 2013

by Jeffrey Legault, Mark G. Pedretti, Alexandra Poe, Lina Zhou | Reed Smith on 4/4/2013

As has been widely reported in the press recently, the Securities and Exchange Commission’s Asset Management Unit (“AMU”) has been closely scrutinizing the fees and expenses, including travel and entertainment expenses and...more

Sullivan & Cromwell's M&A Hotline is Ringing [Video]

by Bloomberg Law on 4/4/2013

April 4 (Bloomberg Law) -- Despite the number of global mergers-and-acquisition deals being down year over year for the first quarter, Sullivan & Cromwell expects deal work to increase this year because the phone is ringing...more

Bill Aims To Free Subversive Organizations From Registration Law And NASAA Shoots For Mandatory Form D Filings

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 4/1/2013

Is It Subversive To Borrow Money From A Foreign Government? The California Subversive Organization Registration Law, Corporations Code Section 35000 et seq., has been on the books for decades. The law purports to...more

The Truth Behind Gifts, Meals And Entertainment Enforcement

by Michael Volkov on 3/29/2013

It is time for everyone to take a deep breath. The DOJ/SEC Guidance could not have been clearer. The message to companies – stop devoting so much time to building, tinkering with, and monitoring their policies governing...more

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Securities Law › Business Organization › International Law & Trade

The Top 5 FCPA Fallacies

Lessons from Ralph Lauren: Designing Better Ways to Manage Third Party Risk

Playing With Ralph Lauren: A Fair Settlement?

Continuous Disclosure – What to Say and When?

OSC’s Crowdfunding Proposal Receives Favourable Comments

The Mergers & Acquisitions Review - Sixth Edition: Chapter 16: Cayman Islands

Four Key Board Responsibilities for Monitoring Risk and Compliance

The Mergers & Acquisitions Review - Sixth Edition: Chapter 13: British Virgin Islands

Verbatim: Global Compliance - Quarterly Newsletter: Spring 2013

Use Planes, Trains And Automobiles To Get To Compliance Week 2013

An Exemption For Foreign Subsidiary Formation

What Companies Can Learn From The Ralph Lauren Corporation FCPA Case

Proposed Amendments to Investment Canada Act Capture Control-in-Fact Investments by State-Owned Enterprises

Offshore Litigation Tools for Local Disputes

New Swap Business Conduct and Record-Keeping Regulations Kick in for Municipal Bond Issuers and Borrowers

The Harder They Fall

A Swiss Principal Model Case Study: Restructuring a Multinational Corporation to Achieve Supply Chain and Tax Efficiencies...

Derivative Transaction Reporting - Baker & McKenzie

The Extraterritorial Reach of Derivative Regulation Under Dodd-Frank

Corporate Aspects of the UK Financial Services Act 2012

Liability of Directors in Canada – An Excerpt

Private Equity on Notice – Increased SEC Scrutiny and Enforcement in 2013

Sullivan & Cromwell's M&A Hotline is Ringing [Video]

Bill Aims To Free Subversive Organizations From Registration Law And NASAA Shoots For Mandatory Form D Filings

The Truth Behind Gifts, Meals And Entertainment Enforcement

Sullivan & Cromwell's M&A Hotline is Ringing [Video]

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