Books & Records

News & Analysis as of

This Week In Securities Litigation

The SEC requested comment on the development of a consolidated audit trail this week, a concept long discussed. The audit trail would enable regulators to track trading activity in the U.S. markets. Enforcement initiated...more

China Aims to Strengthen Regulations on Commercial Bribery

Recently, the Legal Affairs Office of the State Council released draft amendments (Draft Amendments) to the Anti-Unfair Competition Law (AUCL) of the People’s Republic of China (PRC) for public comments. The Draft Amendments...more

This Week In Securities Litigation

Budget hearings were a focus this week as the Chair of the SEC and Chairman of the CFTC visited Capitol Hill. Both sought substantial increases, requesting more money for technology, inspections and enforcement. While the...more

Las Vegas Sands $9 Million SEC Settlement: An Easy Mark

The SEC continues its cutting edge FCPA enforcement program, bringing in a variety of enforcement cases and employing some new strategies. In its latest foray, the SEC settled with Las Vegas Sands, owned by Sheldon...more

Avoiding the “Al Capone” version of an FCPA enforcement action—Are your internal controls in order?

Notorious gangster Al Capone likely was guilty of numerous crimes, including bootlegging, maintaining a house of prostitution, bribery, racketeering and multiple counts of murder. Yet he was never convicted of those crimes. ...more

[Webinar] FCPA Spotlight: Best Practices for Controls and Records - April 20th, 1:00pm, EDT

In recent weeks both software manufacturer SAP S.E. and SciClone Pharmaceuticals have entered into deferred prosecution agreements with the U.S. Securities and Exchange Commission (SEC) to settle charges that they violated...more

New Books And Records Offences Strengthen Australia’s Anti-Bribery Regime

New criminal offences concerning false dealing with accounting documents have been introduced into Australia’s Commonwealth Criminal Code (Criminal Code). The changes address Australia’s obligations under the OECD Foreign...more

SEC Settlement Sends a Strong Message to Companies: Treat Princelings and Commoners Alike, or Pay Dearly

On March 1, 2016, the SEC announced that Qualcomm Incorporated, a San Diego-based wireless telecommunication product company, agreed to pay $7.5 million to settle charges that its actions violated the Foreign Corrupt...more

Historic FCPA Settlement Reflects Increased Regulatory Focus on International Anticorruption Issues Arising from M&A Transactions

Most employers already know that violating the Foreign Corrupt Practices Act of 1977 (FCPA) has serious consequences, including significant fines. Those potential fines just got even heavier. On February 18, 2016, the U.S....more

Foreign Corrupt Practices Act Alert

Busy Q1 Yields Several Significant FCPA Resolutions - Overview - On February 19, during the US Securities and Exchange Commission’s (SEC) annual “SEC Speaks” conference, Kara Brockmeyer, Chief of the SEC’s FCPA...more

California And Nevada Corporations Can Do This But Not Delaware Corporations

Sometimes it’s nice to tidy up the corporate stock book. For example, a corporation may effect a stock split and want to collect the outstanding certificates and exchange them for new certificates reflecting the change. ...more

When a Director May Inspect the Company's Books and Records

Section 220(d) of the Delaware General Corporation Law (DGCL) permits a director to inspect a company's books and records "for a purpose reasonably related to the director's position as a director." It is well settled under...more

Court Of Chancery Applies Demand Analysis To Changed Board

This is an interesting decision because it applies the demand rules in a derivative case to an odd situation — when some but not all of the board members have changed between when the challenged conduct occurred and when the...more

Chancery Analyzes Limits of 'Reasonable Conceivability'

In 2011, the Delaware Supreme Court in Central Mortgage v. Morgan Stanley Mortgage Capital Holdings, 27 A.3d 531, 537 (Del. 2011), unequivocally stated that the "pleading standard in Delaware to survive a motion to dismiss is...more

Employer Anti-Poaching Agreements. A Tale of Disney Legal Troubles

Once upon a time, the Plaintiff in a shareholder derivative suit pending against Disney and its former and current board members claimed that commencing in the mid-1980s, companies in the animation business—including Pixar...more

Two Recent Delaware Decisions Further Illustrate The Scope Of Section 220 Discovery

Two recent Delaware Court of Chancery decisions demonstrate that narrow statutory standards continue to govern access to corporate books and records pursuant to Section 220 of the Delaware General Corporation Law. In the...more

SEC Files Financial Fraud and Unregistered Securities Actions

The Commission filed two administrative proceedings this week. One centers on false entries made in the books and records of a broker dealer. It will be set for hearing. In the Matter of Jason Maiher, Adm. Proc. File No....more

Delaware's Court of Chancery Clarifies Scope of Inspection Under Books and Records Demands

In Amalgamated Bank v. Yahoo!, Inc., C.A. No. 10774-VCL (Del. Ch. Feb. 2, 2016), Plaintiff Amalgamated Bank’s Section 220 books and records demand sought, among other things, the emails of certain Yahoo officers and...more

Ground-Breaking Delaware Opinion: Books and Records include Electronic Documents Subject to Inspection and to be Incorporated in...

On February 2, 2016, Vice Chancellor Laster of the Delaware Chancery Court ordered a tailored production of the electronic and other documents identified by the plaintiff, Amalgamated Bank, in its demand for inspection of...more

Delaware Court of Chancery Requires Production of ESI in Response to Books and Records Demand… With an Interesting Caveat

In Amalgamated Bank v. Yahoo! Inc., C.A. 10774-VCL (Del Ch. Feb. 2, 2016), the Delaware Court of Chancery has issued a comprehensive opinion touching are nearly every aspect of a shareholder demand for books and records...more

Court Of Chancery Explains Inspection Rights In An LLC

This is an interesting decision because it explains inspection rights in the LLC context under the two different standards set out in Section 18-305(a) and (b) of the LLC Act. As expected, it is better to seek inspection as a...more

SEC Targets Insufficient Anti-Corruption Compliance Programs

The Securities and Exchange Commission’s (SEC) recent Foreign Corrupt Practices Act (FCPA) settlements focus on companies’ lack of sufficient anti-corruption compliance programs, which means, to the SEC, that the companies...more

Private Email Woes Infect The Private Sector

Vice Chancellor J. Travis Laster’s ruling in Amalgamated Bank v. Yahoo!, Inc., C.A. No. 10774-VCL (Del. Ch. Feb. 2, 2016) should sound a tocsin to directors that their “private” emails may not be so private. The ruling...more

Court Of Chancery Imposes An “Incorporation Condition” On A Stockholder’s Books And Records Inspection

This is a precedent-setting decision in the books and records context. In it, the Court imposes an “Incorporation Condition” on the stockholder’s inspection. That is, a stockholder who establishes a credible basis to inspect...more

Court Of Chancery Explains Director Right To Information And What Communications Qualify As Corporate Books and Records

This is one of those scarce cases dealing with director access to a corporation’s books and records. After all, Delaware law provides directors with an almost unlimited right to a corporation’s records needed for them to...more

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