Books & Records

News & Analysis as of

Why Did BHP Billiton Settle an FCPA Case Including 7+ Year-Old Conduct?

Remember the Water Cube from the 2008 Olympics in Beijing? BHP Billiton has probably had reason to think about it recently. On Wednesday it settled an FCPA case with the SEC arising out of the company’s sponsoring the...more

Southeastern Pennsylvania Transportation Authority, v. AbbVie, Inc., CA No. 10374-VCG and Rizzolo v. AbbVie Inc., CA No. 10408-VCG...

In this memorandum opinion, the Court of Chancery denied two stockholders’ request for the inspection of books and records of a company pursuant to 8 Del. C. § 220, finding that the stockholders failed to show a credible...more

Oklahoma Firefighters Pension & Ret. Sys. v. Citigroup Inc., C.A. No. 9587-ML (VCN) (Del. Apr. 24, 2015) (Noble, V.C.)

In this memorandum opinion, the Court denied the exceptions of defendant Citigroup Inc. (“Citigroup” or the “Company”) to the Master’s Final Report and adopted the recommendations therein related to a demand to inspect the...more

Guide To Doing Business in Australia: Company Law (Updated)

COMPANY LAW - Some general matters relating to company law in Australia are discussed below. REGULATORY SCHEME - The Corporations Act principally regulates companies, their incorporation, the acquisition of...more

"MSRB Announces Publication of Proposed Rule G-42 in Federal Register"

On May 11, 2015, the Municipal Securities Rulemaking Board (MSRB) announced that Proposed Rule G-42 (standards of conduct for nonsolicitor municipal advisors), with conforming changes to Rule G-8 (books and records), was...more

Ontario Passes Protecting Child Performers Act

On April 30, 2015, Ontario passed Bill 17, entitled the Protecting Child Performers Act; on May 5, 2015, Bill 17 received Royal Assent, and so, by its terms, the Act will come into force in February 2016 (nine months from...more

Episode 155-Mara Senn on FCPA Investigations and the Decision to Self-Disclose [Video]

In this episode I visit with Mara Senn, a partner at Arnold & Porter on how to think through a FCPA investigation and she provides a decision making calculus on how to make a decision...more

This Week In Securities Litigation

The SEC announced its first whistleblower award in a retaliation case this week. The agency also brought an insider trading case, an action against an investment adviser, its general counsel and auditor based on a conflict, a...more

"Insights Conversations: Joint Venture Agreements"

Joint venture (JV) arrangements offer parties a number of benefits and opportunities they wouldn’t be able to realize on their own. However, because a poorly drafted JV agreement can present significant pitfalls, careful...more

Court Of Chancery Permits Records Inspection Despite Dubious Claim

While the test for books and records inspection to check on possible wrongdoing is very liberal, it is not without its limits. This decision permits inspection, if limited, even when the alleged wrongdoing is at the level of...more

Cash Businesses Must Maintain Records

A recent Tax Court case (Kunkle v. C.I.R.) reiterates the need for cash businesses to maintain proper books and records. "Section 6662 imposes a 20% penalty upon the portion of any underpayment attributable to (among...more

SEC Looks to Increase Focus on Enforcement of FCPA Accounting Provisions

Government enforcement of the Foreign Corrupt Practices Act (FCPA) typically involves both criminal charges pursued by the Department of Justice (DOJ), and civil charges from the Securities and Exchange Commission (SEC). Last...more

SEC Files Financial Fraud Action Against Japan Based Controller

The Commission filed a financial fraud action against a former senior accounting officer and controller of Molex Japan Co., Ltd., the Japanese based subsidiary of publically traded Molex Inc. The scheme, which took place in...more

SEC Uses Books and Records and Internal Control Regulations to Extend Reach of Actions Beyond Fraud

Last year, we predicted that the SEC would increase its use of administrative proceedings to enforce strict liability violations such as books and records and internal controls. See Mary P. Hansen & William L. Carr, The...more

This Week In Securities Litigation

The Second Circuit rejected a petition for rehearing by the U.S. Attorney’s Office in the Newman case. There the Court reversed and dismissed the insider trading actions against two traders based on the failure of the court...more

Fuchs Family Trust v. Parker Drilling Co., C.A. No. 9986-VCN (Del. Ch. Mar. 4, 2015) (Noble, V.C.)

In this memorandum opinion, the Court of Chancery denied a stockholder request for inspection of books and records pursuant to 8 Del. C. § 220 (“Section 220”). The Court held, among other things, that the requesting...more

FCPA Books and Records and Internal Controls Enforcement – A Retrospective (Part III of IV)

Plan for the future because that’s where you are going to spend the rest of your life. – Mark Twain. The SEC enforces its books and records and internal controls provisions, most of which involve non-FCPA violations....more

FCPA Compliance and Ethics Report-Episode 145-SEC Enforcement of the FCPA, Part II [Video]

In this episode which is Part II of my look at SEC enforcement of the FCPA, I consider whether profit disgorgement is available to the SEC in a strict liability enforcement action of violation of internal controls. ...more

Internal Accounting Controls – The Framework for Enforcement (Part II of IV)

When you review the actual law surrounding books and records and internal controls, you wonder to yourself what took the Justice Department and the SEC so long to discover the full power of the provisions....more

Internal Controls Enforcement (Part I of IV)

I was recently inspired by Tom Fox’s excellent writings on the COSO 2013 framework, and his examination of internal controls issues – see here, here, and here. Today, I begin my own series on internal controls but from a...more

Did The Judge’s Ruling Truly Decimate The Defendant’s Contention?

Yesterday’s post concerned Justice M. Kathleen Butz’ recent holding in Yee v. Am. Nat’l Ins. Co., 2015 Cal. App. LEXIS 257 (Cal. Ct. App. 2015).  The case involved the California Controller’s attempt to examine the records of...more

FCPA Compliance and Ethics Report-Episode 142-Reflections on the Goodyear FCPA Enforcement Action [Video]

In this episode I take a deep dive into the Goodyear FCPA enforcement action. I review the underlying allegations and the lessons learned for the compliance practitioner. ...more

Stating Proper Purpose Doesn’t Guarantee Books-and-Records Entitlement

It is well settled that stockholders of Delaware companies generally have the right to inspect the company's books and records upon the showing of a proper purpose. However, as demonstrated in the Court of Chancery's decision...more

The FCPA Mandate in a Nutshell

The consequences of an investigation into bribery allegations can be tricky for any manufacturing company, so it’s important to understand the U.S. anti-bribery provisions. As discussed in our Foreign Corrupt Practices Act...more

Delaware Chancery Court Addresses Proper Purpose for Inspection Demand

The Delaware Court of Chancery recently held that a shareholder was not entitled to inspect records concerning alleged violations of the Foreign Corrupt Practices Act (FCPA) because the shareholder was barred from pursuing...more

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