Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation
FCPA Compliance Report-Episode 330 Robin Bew and Henry Stoever of the NACD
FCPA Compliance and Ethics Report-Episode 119-FCPA Year in Review, Part I
DOJ’s decision to examine corporate compensation programs as an important part of a compliance program should be welcomed. DOJ’s initiative asks a very good question – how can incentives and disincentives be used to promote...more
The Federal Energy Regulatory Commission (FERC) and the Department of Justice (DOJ) recently issued orders and statements demonstrating concerns related to director positions and potentially interlocking directorates. These...more
Back in April 2022, Assistant Attorney General (AAG) Jonathan Kanter hinted very strongly that the Antitrust Division of the Department of Justice (DOJ) would be looking at Section 8 violations of the Clayton Act. That...more
The business community was put on notice last week after the Department of Justice (DOJ) announced the resignations of seven directors from five corporate boards following what DOJ called the “first in a broader review of...more
Section 8 of the Clayton Antitrust Act of 1914 (Section 8) prohibits directors and officers from serving simultaneously on the boards of competing corporations, subject to limited exceptions. Specifically, Section 8...more
The Antitrust Division of the Department of Justice has focused attention recently on an oft-overlooked provision of U.S. antitrust law prohibiting “interlocking directorates.” This prohibition is found in Section 8 of the...more
In its latest step to elevate antitrust scrutiny of private equity, DOJ launches a series of investigations of board seats under Section 8 of the Clayton Act. The US Department of Justice (DOJ) recently began sending...more
A group of Illinois cannabis companies face an antitrust lawsuit alleging that they maintained illegal interlocking directorates. An interlocking directorate is where a person from one company serves as an officer or director...more
In wake of the Sarbanes-Oxley Act, the California legislature saw fit to add Section 2207 to the California Corporations Code. The statute threatens corporations with a $1 million civil penalty if they have actual knowledge...more
Our Virtual Regional Compliance Conferences provide updates on the latest news in regulatory requirement, compliance enforcement, and strategies to develop effective compliance programs. Watch, listen, and ask questions from...more
Despite the global pandemic, the federal judiciary continues to issue rulings. In the last week, two courts provided guidance about when self-disclosures to the government waive the attorney-client privilege, underscoring the...more
On April 30, 2019, Assistant Attorney General Brian A. Benczkowski announced the release of an updated version of the Criminal Division's "The Evaluation of Corporate Compliance Programs" during a keynote address at the...more
In a major development in ethics and compliance program expectations, the Justice Department has issued a new and important revised guidance on the Evaluation of Corporate Compliance Programs....more
A public company executive recently entered into a consent decree with the Federal Trade Commission (FTC) pursuant to which he agreed to pay US$609,810 in fines for acquiring additional voting shares in violation of the...more
In light of the evolving (or evolved) DOJ and SEC approach to FCPA enforcement in the merger and acquisition context, global companies have to emphasize their post-acquisition process. ...more
Planning for a "Soft" Yates Repeal - Forthcoming changes to the Department of Justice’s “Yates Memorandum” offer unanticipated legal compliance consequences for health systems that merit proactive consideration by the...more
Former Deputy Attorney General Sally Yates issued a memorandum (the Yates Memo) in September 2015 setting forth guidance on how the U.S. Department of Justice would handle future corporate investigations and, to the extent...more
Executive Compensation Developments - The general counsel should anticipate questions from the board and its executive compensation committee from recent media coverage of executive compensation (especially in the...more
On February 8, the Fraud Section of the United States Department of Justice (DOJ) posted on its website a document entitled “Evaluation of Compliance Programs” (the “Guidance”). This is the first formal guidance issued by the...more
In this episode I begin a two-part review of the 2014 FCPA year. In this episode I review some of the significant corporate enforcement actions. ...more
It’s been open season on financial institutions since the 2008-2009 financial crisis (“Financial Crisis”). State and federal prosecutors and regulators are competing with each other for press coverage of their latest consent...more
To date, the CFPB has brought 12 cases—out of more than three dozen total CFPB enforcement cases—in which it named individuals as defendants or respondents liable for violations of consumer protection statutes. Below, we...more
On January 10, 2013, the Federal Trade Commission (FTC) announced the revised thresholds for determining whether companies are required to notify federal antitrust authorities about a transaction under the Hart-Scott-Rodino...more