Due Diligence

News & Analysis as of

Supreme Court: 401(k) Plan Fiduciaries Have An Ongoing Duty To Monitor

In April 2013 I reported on the 9th Circuit Court of Appeals decision in Tibble v. Edison International which involved an alleged breach of fiduciary duty by the Edison 401(k) Savings Plan committee selecting six retail...more

[Webinar] Mid-Sized Companies and Anti-Corruption: How to manage corruption risks with limited resources - May 28, 11:00 am EST

Instances of corruption can have a significant impact on a company’s finances and reputation. With international anti-bribery enforcement actions on the rise, it is essential for companies to implement an anti-corruption risk...more

Doing Business with Russia Following Sanctions: What PE Firms Need to Know

It has now been over a year since the United States and the European Union began imposing sanctions on Russian and Ukrainian individuals and entities in connection with the situation in Ukraine. The sanctions have major...more

Cybersecurity: Integral to Overall Risk Management for Insurers and TPAs

Recent data breaches have brought cybersecurity to the attention of insurance companies, and serve as a reminder to third party administrators ("TPAs") that cybersecurity issues are a serious compliance and regulatory...more

Joint Committee Report on Securitization

On May 12, 2015, the Joint Committee of the three European Supervisory Authorities (ESAs) published a report detailing its findings and recommendations regarding the disclosure requirements and obligations relating to due...more

Tax Due Diligence and Self-Checks of Tax Liabilities

A buyer who orders a tax due diligence review before acquiring a company wants to get information not only about the tax risks that may exist for that company, but also about its existing tax assets (both those assets that...more

"Conflict Minerals Disclosures Due June 1, 2015"

Conflict minerals disclosures on Forms SD for calendar year 2014, if required, must be filed with the U.S. Securities and Exchange Commission (SEC) by June 1, 2015 — the Monday after the annual May 31 due date. As companies...more

FinCEN Flexes Its Muscles

The Treasury Department’s Financial Crimes Enforcement Network has been flexing its muscles lately to remind everyone of its important role in money laundering enforcement. Jennifer Shasky, the current Director, a former...more

FCPA Compliance and Ethics Report-Episode 158-Jeff Lurie on pre-acquisition M&A protocols [Video]

In this episode I visit with management consultant Jeff Lurie about his thought for your pre-acquisition protocol when evaluating a company for a merger or acquisition...more

China Regulatory Enforcement Quarterly - Q1 – 2015 |

Inside This Issue: - Executive Summary - PRC Legal and Regulatory Updates - Major Enforcement News - China Communist Party Titles 101 - AIC Penalties Increase Risk of Dual Enforcement Actions - Frequently Asked...more

Third Party Risk Management

There is something in a name. More people in the compliance industry, when referring to third-party due diligence, are labeling it “Third Party Risk Management.” I like it because it is more accurate....more

How Smart, Connected Due Diligence Systems are Transforming Third Party Risk Management

The compliance field is in the early stages of a paradigm shift on managing due diligence—moving from a data drought to a data flood. Today’s compliance manager has to figure out how to proactively and continuously manage,...more

Injured Worker’s Act was Not Foreseeable: OHSA Charges Against Employer Dismissed

Recently, an Ontario court dismissed Occupational Health and Safety Act charges against an employer where the injured worker’s unexpected and unauthorized act led to his injury. The worker used an overhead crane to rotate a...more

The Missing Link in Third Party Due Diligence

It is one thing to screen a third-party at the on boarding process; it is quite another to build out an entire due diligence system that screens at renewal of a third-party relationship, monitors third-party activity and...more

The Importance of Merger Price and Process In Delaware Appraisal Actions

On April 30, 2015, the Delaware Court of Chancery issued a post-trial opinion in which it rejected an attempt by dissenting shareholders to extract extra consideration for their shares above the merger price through appraisal...more

A Primer on FTC Expectations for Your Partner and Vendor Relationships: Enforcement Shows You Are Your Brother’s Keeper

With all of the privacy and data security enforcement actions brought by the Federal Trade Commission in recent years, and with all of the guidance distributed by the FTC in that time frame, it is easy to get caught up in...more

Questioning Due Diligence Questionnaires — Keeping It Simple

Third Party questionnaires are a standard part of any due diligence process. They are emailed to the potential third-party business partner, filled out and sent back, or the third-party enters the information through an...more

Automotive M&A Activity Remains Strong: Be Prepared

Automobile sales are on the rise globally, and the automotive industry remains one of the hottest sectors for M&A activity. Analysts predict that the surge in deal flow that occurred during 2014 will continue or even...more

DOJ-Mandated Compliance Programs Keep Evolving

Every business with an anti-corruption compliance program needs to know what that system should include. While there are a number of guidelines and model codes that companies can and do look to, for U.S. companies and others...more

CIMA: Proposed changes to outsourcing arrangements for funds service providers

The Cayman Islands Monetary Authority (“CIMA”) has recently released a draft Statement of Guidance: Outsourcing All Regulated Entities (Excluding Regulated Mutual Funds) (“SOG”) and Consultation Paper (“Paper”). The...more

Corporate: Negotiating Strategies for the Sale of Technology Companies

The number of mergers and acquisitions of private technology companies continue to increase. Established companies often have inadequate in-house development resources, a large pile of cash, and a need to prove to their...more

Structure your start-up for fundraising success - Part One

If you’ve determined that your new venture is going to require outside investment, there are a number of things you can do to make your company more attractive to investors... 1. Keep it simple! There are any number...more

Front-Line Video: An Interview with Jane Ellis, Anti-Bribery and Compliance Expert [Video]

On March 13th, 2015, GRC Solutions hosted a Round-Table discussion with compliance and legal professionals from some of the largest firms in Australia. I was invited as an Anti-Bribery, Compliance and Ethics consultant via...more

Data Privacy and Security Considerations in M&A Transactions

By some estimates, cybercrime costs the global economy $445 billion annually. If cybercrime were a single country, this dollar amount would place it within the world’s top 30 countries in terms of gross domestic product, and...more

How to Successfully Integrate Lateral Partners

There are two ways lateral partner recruiting can grow the revenues of a law firm. The first is through the acquisition of additional client relationships brought to the firm by the lateral partner. The second is the added...more

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