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Read need-to-know updates, commentary, and analysis on Securities issues written by leading professionals.

Howey Got Here: SEC Issues Guidance on Token Offerings

by Morrison & Foerster LLP on

The Howey test lives on—now in a lesson in what not to do when it comes to token offerings. Token offerings, also known as “initial token offerings,” “token launches,” “token sales,” “initial coin offerings,” or “ICOs,”...more

SEC Determines That Certain Virtual Tokens Are Securities

On July 26, 2017, the Securities and Exchange Commission (SEC) issued an investigative report concluding that certain tokens (or coins) offered and sold by The DAO, a virtual organization, were securities under the Securities...more

SEC Warns That ICOs and Other Internet Token Sales May Be Securities Offerings Subject to Federal Securities Laws

by Dorsey & Whitney LLP on

On Tuesday, July 25, as many practitioners probably expected, the SEC issued a warning that offers and sales of digital assets (virtual coins or tokens) by organizations using blockchain or distributed ledger technology...more

Between Bridges: SEC Declines to Prosecute Issuer of Digital Tokens That It Deems Securities Not Issued in Accordance with US...

Yesterday, the Securities and Exchange Commission published a Report of Investigation that concluded that digital tokens issued by an entity for the purpose of raising funds for projects – even if using distributed ledger or...more

Day 17 of One Month to More Effective Internal Controls-COSO Objective III: Control Activities

by Thomas Fox on

In its Framework Volume, COSO Control Activities “are the actions established through policies and procedures that help ensure that management’s directives to mitigate risks to the achievement of objectives are carried out....more

Compliance into the Weeds-Espiode 47

by Thomas Fox on

In this episode, Matt Kelly and I discuss SOX and Dodd-Frank reform efforts involving compliance. ...more

Day 16 of One Month to More Effective Internal Controls-COSO’s Objectives and Principles-Risk Assessments

by Thomas Fox on

The Integrated Framework (Framework Volume) recognizes that “every entity faces a variety of risks from external and internal sources.” This objective is designed to provide a company with a “dynamic and iterative process for...more

12 O'clock High, a Podcast on Business Leadership- Leadership Lessons from Toussaint Louverture

by Thomas Fox on

In this episode, Richard Lummis and I explore leadership lessons from Toussaint Louverture, who held the only successful slave revolt in the Western Hemisphere. Our remarks are based on the recent biography of him entitled,...more

Recent Cases Demonstrate Need for Blockchain

by Goodwin on

A recent Delaware bill is poised to allow private Delaware corporations “use networks of electronic databases (examples of which are described currently as “distributed ledgers” or a “blockchain”) for the creation and...more

FCPA Compliance Report-Episode 343, James Koukios on Morrison Foerster May Anti-Corruption Report

by Thomas Fox on

In this episode I visit with James Koukios, a partner at Morrison and Foerster on the firm’s newsletter, Top Ten International Anti-Corruption Developments for May 2017. Our topics include: 1. FCPA Assistant Chief BJ...more

Day 15 of One Month to More Effective Internal Controls-COSO’s Objectives and Principles: Control Environment

by Thomas Fox on

The updated Framework retained the core definition of internal controls; those being control environment, risk assessment, control activities, information and communication, and monitoring activities. However, it built up...more

Day 13 of One Month to More Effective Internal Controls-Code of Conduct as an Internal Control

by Thomas Fox on

Last year, one of the most interesting non-Foreign Corrupt Practices Act (FCPA) enforcement actions was announced by the Securities and Exchange Commission (SEC). It involved a clear quid pro quo benefit paid out by United...more

Lessons From the CoinDash Initial Coin Offering Hack

On July 17, 2017, the CoinDash initial coin offering (ICO) was hacked within minutes of its launch, resulting in numerous potential purchasers sending their money to a fraudulent address. The hack has raised many questions...more

Everything Compliance-Episode 14

by Thomas Fox on

Show Notes for Everything Compliance-Episode 14 Topics from Matt: 1.Trump Administration & FCPA enforcement— we have two declinations now; maybe a compare-and-contrast, and speculation on what a tough Trump Admin...more

SEC Chairman Clayton Talks Cyber Threats And Responses

by King & Spalding on

On July 12, 2017, U.S. Securities and Exchange Commission Chairman Jay Clayton made his first public speech as head of the Commission, emphasizing the need for coordination between companies and regulators to thwart cyber...more

Day 12 of One Month to More Effective Internal Controls-Board Oversight as an Internal Control

by Thomas Fox on

Is a Board of Directors a compliance internal control? I think the clear answer is yes. In the FCPA Guidance, in the Ten Hallmarks of an Effective Compliance Program, there are two specific references to the obligations of a...more

Day 11 of One Month to More Effective Internal Controls-Internal Controls for Gifts, Travel and Entertainment

by Thomas Fox on

It is reasonable to expect that internal controls over gifts, travel and entertainment (GTE) be designed to ensure that all satisfy the criteria as defined in company policies. Generally speaking, these are fairly narrow,...more

In Case You Missed It: Launch Links - July, 2017 #2

by WilmerHale on

Some interesting links we found across the web this week: Why It’s so Difficult to Disrupt - The growing expectations of venture capitalists may be pushing founders to focus solely on unsustainable growth, rather than...more

FCPA Compliance Report-Episode 342, Melanie Johnson

by Thomas Fox on

In this episode, I visit with Melanie Johnson, co-founder of Elite Online Publishing, which aids entrepreneurs, business leaders, and professional athletes to create, publish, and market their books, to build their business...more

Day 9 of One Month to More Effective Internal Controls-Mapping Your Compliance Internal Controls

by Thomas Fox on

As they made clear with several FCPA enforcement actions in 2016, the SEC has placed a renewed interest in the accounting provisions of the FCPA, specifically the internal controls provisions. The BHP enforcement continued...more

This Week in FCPA-Episode 61, for the week ending July 14, the Summer in the City Edition

by Thomas Fox on

This week, Jay and I return for a wide-ranging discussion on some of the week’s top compliance and ethics related stories, including: 1. HSBC monitor report protected from release. 2. The Odebrecht scandal continues to...more

Day 8 of One Month to More Effective Internal Controls-What is a Gap Analysis?

by Thomas Fox on

A gap analysis is a method of assessing the differences in performance between a business' internal controls to determine whether business requirements are being met and, if not, what steps should be taken to ensure they are...more

Day 7 of One Month to More Effective Internal Controls-Implementing Internal Controls

by Thomas Fox on

Today, I consider some ways in which a compliance professional can work to implement internal controls in a multi-national organization. The first step is to convert your company’s compliance risks into internal control...more

Delaware’s Blockchain Initiative to Revolutionize the Stock Trade

by Goodwin on

With the near unanimous passing of a bill that will explicitly recognize the right to trade stocks using a blockchain, Delaware is making a strong case for it being the blockchain-friendliest state. The Delaware Senate...more

Day 5 of One Month to More Effective Internal Controls-Assessing for Internal Controls in International Operations

by Thomas Fox on

Today, I want to discuss how to assess for your internal controls regime for international operations. It is incumbent that you need to review as much information so you can to understand the financial and operational...more

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