Books & Records

News & Analysis as of

Cooperation, the SEC and FOIA

A critical part of cooperating with an SEC or DOJ investigation for FCPA or other possible violations is the production of documents. In order for the company to assess what happened it must conduct an internal investigation...more

SEC Proposes Expanding Reporting Requirements for Investment Advisers

On May 20, 2015, the Securities and Exchange Commission (the “SEC”) proposed new rules, forms and amendments that would expand the information that registered investment advisers are required to report. The changes are...more

Texas Supreme Court Applies Absolute Privilege to Statements in FCPA Investigations

You may remember the 2013 Texas Court of Appeals case involving Shell Oil Company and Robert Writt. We covered it here, and it left FCPA internal investigations based in Texas in an awkward spot. To recap very briefly, in...more

Upper Tribunal Upholds FCA's Decision To Fine And Prohibit Financial Adviser For Poor Record Keeping And Compliance Failures

We consider here the decision of the Upper Tribunal (Tax and Chancery Chamber) in which the tribunal upheld the FCA's decision to fine and prohibit a financial adviser, Clive Rosier, for poor record keeping and compliance...more

Appointing an Inspector: A Viable Alternative to Liquidation in the Cayman Islands?

A provision in the Cayman Islands Companies Law (2013 Revision) (the Law) affords the Grand Court (the Court) the power to appoint “one or more competent inspectors to examine into the affairs of any company (incorporated in...more

Privacy Tuesday – June 2015

It’s appropriate that the “boys of summer” feature prominently in today’s post. Strike three for the St. Louis Cardinals? On another summer Privacy Monday in 2014, we made note of a reported hack into the Houston...more

Data Security Breach Documents Sought in Home Depot Books-and-Records Suit

Home Depot was recently hit with a books-and-records suit in the Delaware Court of Chancery, Frohman v. Home Depot, which seeks documents relating to the giant retailer’s data security breach last September. The plaintiff, a...more

New Rhode Island Banking Regulations to Promote Uniformity

Rhode Island has repealed certain banking regulations and replaced them with new regulations in order to promote uniformity. Banking Regulations 98-14 “Licensees”, 98-14.1 “Lenders and Loan Brokers”, and 98-14.4 “Check...more

“Dead Hand Proxy Puts” Garner Increased Stockholder Scrutiny In Delaware

A ruling last fall by the Delaware Chancery Court has prompted a wave of 8 Del. C. § 220 books and records inspection demands on (and threatened litigation against) Delaware corporations that have entered into credit...more

FCPA: Anti-Bribery Provisions

The Foreign Corrupt Practices Act (FCPA) addresses the problem of international corruption in two ways: (1) the anti-bribery provisions prohibit individuals and businesses from bribing foreign government officials in order to...more

Delaware Chancery Approves a Books and Records Request Concerning Alleged Subsidiary Fraud in Oklahoma Firefighters Pension and...

In Oklahoma Firefighters Pension & Ret. Sys. v. Citigroup Inc., No. CV 9587-ML (VCN), 2015 WL 1884453 (Del. Ch. Apr. 24, 2015), a Delaware Chancery Court judge found that Del. Code Ann. tit. 8, § 220 (“Section 220”) permitted...more

M&A Team News - April 2015

What Revlon Doesn't Require - Two decisions by the Delaware courts (In re Family Dollar Stores, Inc. and C&J Energy Services Inc. v. City of Miami General Employees' and Sanitation Employees' Retirement Trust have more...more

Inside the Courts - An Update From Skadden Securities Litigators - May 2015 / Volume 7 / Issue 2

In This Issue: - U.S. Supreme Court: ..Omnicare, Inc. v. Laborers Dist. Council Constr. Indus. Pension Fund, 135 S. Ct. 1318 (4th Cir. Mar. 16, 2015) - Auditor Liability: ..In re Advanced Battery Techs.,...more

SEC Proposes Rules to Enhance Information Reported by Investment Advisers

The proposed rules would require expanded reporting about separately managed accounts and other aspects of an adviser’s business, allow consolidated registrations for certain private fund advisers that operate a single...more

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

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