Due Diligence

News & Analysis as of

OCIE Warns on Suitability in Retail Sales of Structured Products

The SEC’s Office of Compliance Inspections and Examinations (“OCIE”) issued a recent “Risk Alert” noting observed deficiencies in broker-dealer supervision and compliance controls over retail sales of structured products –...more

Hiring Practices: A New or Old FCPA Compliance Challenge?

Contrary to the opinion of many in the FCPA space, the BNY Mellon settlement and the looming actions against six major financial institutions for hiring practices is not a big shock or surprise. The SEC is not raising a new...more

Hiring In Compliance, Part IV: The Interview Process

I continue my series of blog posts on the hiring process in the compliance field based on a series of interviews I did with Maurice Gilbert, the Managing Partner at Conselium Partners LP. Today, I want look at the...more

Court Orders Patent Troll to Pay Fees under Octane Fitness

On August 18, we posted about the Supreme Court’s Octane Fitness ruling and the potential consequences the case may have on the future of patent litigation. It appears at least one New York federal judge followed the Supreme...more

Federal Small Business Set-Aside Contracts When Selling or Buying a Business

In a prior Alert, we provided a high-level overview of the Anti-Assignment Act, which requires federal pre-approval for the sale of federal government contracts, often through a “novation agreement” signed by the seller,...more

Where There Is A Well There Is A Way - Out Tract Title Issues Regarding Horizontal Wells

Oh for the days of simplicity when a wellbore tract meant just that—a piece of property upon which a well has been located, drilled, and touched down all within the same tract. Vertical wells were so simple for title...more

Calculating the Incalculable: Reputational Damage (Part I of III)

Today I am beginning a three-part series on reputational damage. The first part tries to define the term “reputational damage;” the second part focuses on managing threats to a company’s reputation and the final posting...more

Fines Issued for Transfer of Customer Data in an M&A Asset Deal

Recent enforcement actions by the Bavarian Data Protection Authority (DPA) [Bayerisches Landesamt für Datenschutzaufsicht] highlight the importance of severe restrictions placed on the transfer of such data, even in the...more

Landmarks - Summer 2015

Technologically savvy shoppers visiting brick-and-mortar retail locations are increasingly engaging in “showrooming,” a practice where consumers use the brick-and-mortar retail location to evaluate a product in person, yet...more

FINRA’s New Research Rules

The new rules retain many of the current rules’ core requirements, but expand certain obligations and impose requirements on debt research activities for the first time. On August 26, 2015, the Financial Industry...more

Farewell to Chocolate Thunder, Baylor Football and Due Diligence

Daryl Dawkins died yesterday. To anyone who followed the National Basketball League (NBA); Dawkins will always be remembered with the brilliant Stevie Wonder-derived moniker – Chocolate Thunder. I will also remember him for...more

Not So Far Out: OMB Memo Indicates Cybersecurity FAR Clauses Are Coming Soon

On August 11, 2015, the Office of Management and Budget (“OMB”) released a draft policy memo entitled “Improving Cybersecurity Protections in Federal Acquisitions.” The purpose of the memo is to provide federal agencies with...more

M&A: How to Maximize Your Return When Selling Your Business

As a family or private business owner, you know how to sell your product or service. But do you know how to sell the company itself? Selling a business that has been built over the years is emotional and stressful, and for...more

The Fourth European Union Anti-Money Laundering Directive and Its Effects on Financial Institutions Operating in the EU

The Fourth European Union Anti-Money Laundering Directive (Fourth AML Directive), approved by the European Parliament on May 20, 2015, went into effect on June 25, 2015, repealing the 2005 Third AML Directive. Given the...more

U.K. Modern Slavery Act: New Disclosure Requirements for Companies Operating in the United Kingdom

Companies that do business in the United Kingdom should assess their exposure to the U.K. Modern Slavery Act, which goes into effect this October. The transparency provisions of the Act are applicable to companies that do any...more

DOJ’s Warning to High-Tech Companies: SAP Official Pleads Guilty To FCPA Violation

When DOJ acts, they like to make a splash. While the FCPA Paparazzi have been lamenting the “slow down” in FCPA enforcement actions and the increase in case closings, DOJ still makes its mark when it acts, and I expect more...more

Letter of Intent: A Seller’s Friend or Foe?

For a business owner, the sale of the company is the final act in the life cycle of the company (TargetCo). It represents the business owner’s opportunity to cash out on and be rewarded for his or her vision, ingenuity, years...more

PTAB Generously Expands Page Limits in Patent Owner Response

The Board has earned a reputation for rigidly following the procedural rules for IPR proceedings, for good reason. Early on, the Board was likely concerned that an ad hoc web of decisions that granted relief from the variety...more

Ashley Madison’s Impact on New Jersey Divorce

Names, email addresses, credit card information, billing addresses and more for over 36,000,000 registered users have been released on the internet by the Ashley Madison Hackers. While many of the registered accounts may...more

[Webinar] Anti-Corruption and Third Parties: Examining Third Party Pitfalls and Best Practices - Sept. 9th, 9:00am PDT

Is your company doing enough to ensure anti-corruption compliance among third parties? As the complexity of value chains continues to increase, companies are under a similarly increasing pressure to manage the risks...more

The Danger of Compliance Overkill

Government prosecutors spend time promoting enforcement programs and encouraging companies to design and implement effective ethics and compliance programs. The blogosphere is filled with articles, surveys, studies, warnings,...more

The Advent of Privately Developed Corporate Human Rights Reporting Frameworks

In response to the increasing global awareness that companies need to evaluate the effects their operations have on human rights, private entities and organizations have developed arguably competing guidance to achieve that...more

The Looting Machine & The Modernization of Corruption

Today’ Q and A is with Tom Burgis, Investigations Correspondent at Financial Times and author of “The Looting Machine: Warlords, Oligarchs, Corporations, Smugglers, and the Theft of Africa’s Wealth”. As Tom States in his...more

Kimble v. Marvel Changes How Patent Licenses Should Be Drafted and Also Diligenced in Transactions

In 1990, Stephen Kimble obtained a patent for a toy that allowed children and adults to shoot “webs” from the palms of their hands. Kimble met with the president of Marvel Enterprises, Marvel Entertainment’s predecessor, to...more

OMB Issues Guidance on Government Contractors’ Cybersecurity Systems

The Office of Management and Budget (OMB) released a draft guidance document on Aug. 11, 2015, titled “Improving Cybersecurity Protection in Federal Acquisitions” (the “OMB Guidance”). The OMB Guidance instructs agencies on...more

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