News & Analysis as of

Due Diligence

Due Diligence Defence Deemed Available for Issuance of Securities in Breach of Securities Laws

by Bennett Jones LLP on

The B.C. Securities Commission's (the Commission) decision in Re SunCentro (2017 BCSECCOM 58) provides rare guidance on the availability of a due diligence defence to parties that have illegally distributed securities. The...more

France Adopts a New Law Requiring Companies to Diligence their Supply Chains in Relation to Human Rights, Environmental, and...

by Latham & Watkins LLP on

On March 27, 2017, the French Parliament adopted a Law On The Duty Of Vigilance For Parent And Subcontracting Companies. The law amends the Commerce Code and requires companies to establish and implement a plan for...more

Beneficial Ownership Due Diligence Requirements

by Michael Volkov on

The new FinCEN regulations requiring financial institutions to secure beneficial ownership information is fast approaching – May 2018. The US has been way behind in this regulatory area. As a result, money-laundering activity...more

"The Emerging Need for Cybersecurity Diligence in M&A"

Cybercrime has emerged as one of the foremost threats a company faces. As a result of a few keystrokes, a company may find its customers’ data sold on the dark web, its intellectual property in the hands of a competitor or...more

The SEC and the Conflict Minerals Rule: What You Need to Know about the Latest Developments

It is clear that Michael Piwowar, Acting Chairman of the Securities Exchange Commission (“SEC”) is not a fan of the conflict minerals rule. Earlier this month, the Acting Chairman and the Division of Corporation Finance...more

Conflict Minerals Update – SEC Releases Guidance Following District Court Decision

by White & Case LLP on

On April 3, 2017, the US District Court for the District of Columbia (the "Court") entered a final judgment in National Association of Manufacturers, et al. v. Securities and Exchange Commission,1 ruling that Section 1502 of...more

Blog: Senate Hearing On Conflict Minerals Law Reveals Common Theme

by Cooley LLP on

On April 5, just prior to the release of Corp Fin’s Updated Statement on conflict minerals, the Senate Subcommittee on Africa and Global Health Policy held a hearing on the effects on the Democratic Republic of the Congo of...more

Know Your Limits: Understanding Your Term Sheet’s Exclusivity Provision

by WilmerHale on

Hollywood’s exclusive parties include only the hottest A-listers. Exclusive sales are advertised only to a boutique’s biggest spenders. The startup world has its own take on exclusivity: Investors and buyers routinely insert...more

SEC Issues Updated Statement on Conflict Minerals Rule

by Ropes & Gray LLP on

On Friday afternoon, the SEC’s Division of Corporation Finance issued an Updated Statement on the Conflict Minerals Rule (the “Rule”). An updated Statement was widely anticipated. Earlier in the week, on April 3rd, the U.S....more

Conflict Minerals - What Just Happened and What Didn’t

The conflict minerals saga continues. Background - In April 2014, the Court of Appeals for the D.C. Circuit in National Association of Manufacturers v. SEC held that the conflict minerals rule’s requirement that...more

SEC Provides Additional Relief for Conflict Minerals Disclosures: What Should Covered Public Companies File on May 31st?

by Locke Lord LLP on

On April 7, 2017, the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) issued a statement on the effect of the recent court decisions in National Association of Manufacturers v. SEC...more

New Developments and Uncertainties for Conflict Minerals Disclosure

by Beveridge & Diamond PC on

The Securities and Exchange Commission (SEC or Commission) Division of Corporate Finance issued a new statement adding some uncertainty to company obligations and enforcement exposure under the SEC conflict minerals rule...more

Leadership Lessons from Catch-22

by Thomas Fox on

Joseph Heller’s Catch-22 is one of the most famous books and movies from the second half of the 20th century. While it may not seem apparent on first blush, it has several lessons for the Chief Compliance Officer (CCO) to...more

Completing the Deal: Recent Cases Illustrate the Benefits of Corruption-related Due Diligence and Remediation

by Allen & Overy LLP on

Several recent cases highlight the risks of successor liability when companies acquire targets that have been engaged in violations of anti-corruption laws. They reinforce the benefits of understanding a target’s potential...more

Five on Friday – Five Recent Developments that We’ve Been Watching Closely - April 2017

It’s Friday and time for another overview of developments in the field of business and human rights that we’ve been monitoring. This week’s post includes: an effort by Twitter to enjoin U.S. Government demands for...more

New Draft EU Conflict Mineral and Metals Laws – How Will the Due Diligence and Transparency Rules Impact Your Industry?

On 16 March 2017, the European Parliament approved a draft EU regulation intended to ensure that trade in certain minerals and metals from high-risk or warn-torn areas does not fund conflict and human rights abuses. The...more

How to Effectively Manage Vapor Intrusion Risks When Acquiring and Developing Property

With increasing concern and attention being raised by regulatory agencies and the public on protecting building occupants from exposure to vapor intrusion (VI)-related contaminants, parties acquiring and developing property...more

SEC Sanctions Muni Underwriter For Repeated Fraudulent Offerings

by Dorsey & Whitney LLP on

Municipal bond offerings have, in recent years, become a staple of SEC enforcement. While the Commission has limited authority in the area, a series of actions have been brought under the fraud provisions. Likewise, the...more

How Autonomous Vehicles Will Change and Shape the Product Liability Market

by Hogan Lovells on

In this hoganlovells.com interview, Dr. Sebastian Lach discusses the massive liability shift that will occur as autonomous vehicles (AV) hit the roadways and the factors that will influence how insurers calculate risk....more

Blog: State Department ventures into conflict minerals

by Cooley LLP on

Bloomberg BNA is reporting that the State Department has launched a new review of “how best to support responsible sourcing of conflict minerals,” which will continue through April 28. Although it’s not known whether the SEC...more

New rules on conflict minerals for EU importers

by DLA Piper on

The European Union is bringing forward new rules on the sourcing and import of conflict minerals. The European Parliament approved the draft conflict minerals regulation (the Regulation) on 16 March 2017 by a large...more

2017 EMEA & APAC Culture and Compliance Benchmark Report - Data And Insights To Put To Work In Your Programme Today

by NAVEX Global on

NAVEX Global partnered with an independent research agency to investigate how companies headquartered across Europe, Middle East and Africa (EMEA) and Asia Pacific (APAC) develop and execute their ethics and compliance (E&C)...more

Legal and Compliance Coordination – An Essential Foundation to an Effective Compliance Program (Part IV of IV)

by Michael Volkov on

Here is a profound grasp of the obvious – Lawyers can be difficult people. Some like to condemn the profession in its entirety (and carry with them a collection of lawyer jokes). As an attorney, I beg to differ. Many...more

Corporate Compliance Programs: US and UK Perspectives

by Dechert LLP on

In today’s regulatory environment, companies face mounting pressure from law enforcement agencies to maintain robust compliance programs to deter and detect misconduct by employees, third-party vendors and business partners....more

Blog: European Parliament approves conflict minerals rules for the EU

by Cooley LLP on

Last week, the European Parliament approved, by a vote of 558 to 17 with 45 abstentions, new rules on conflict minerals, 3TG—tin, tungsten, tantalum and gold. Proceeds from the sale of conflict minerals, which are used in...more

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