News & Analysis as of

The Economic Crime Triad: Companies Facing Major Risks

FCPA practitioners can suffer from myopia – a narrow focus on FCPA risks. The FCPA does not apply to company actors who take bribes in exchange for awarding contracts to companies. That situation is commonly referred to as...more

Creating a Culture of Compliance

In this article, I outline the key questions that should be asked, the answers to which will determine the extent, depth, and integrity of a culture of compliance. I am going to take you through a set of questions that will...more

SEC Staff Issues Risk Alert Addressing Adviser Due Diligence on Alternative Investments

The SEC’s Office of Compliance Inspections and Examinations (“OCIE”) issued a National Examination Program Risk Alert that summarizes OCIE staff observations on investment adviser due diligence practices with respect to...more

Merger And Acquisition Due Diligence And Voluntary Disclosures

The Justice Department and the SEC continue the drumbeat encouraging companies to voluntarily disclose potential FCPA violations. Of course, the reason for their position is obvious – they want to know about every violation,...more

SEC Staff Offers Roadmap for Alternative Investment Due Diligence Processes

The SEC believes that investment advisers, including pension consultants, are increasingly recommending that their clients invest a portion of their portfolios in private alternative investment funds. In light of that trend,...more

SEC Issues Risk Alert on Investment Advisers’ Due Diligence Processes for Selecting Alternative Investments

The Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (OCIE) issued a risk alert on January 28 regarding the due diligence practices of investment advisers when they recommend or place...more

Healthcare Provider Investments: Key Points For Regulatory Due Diligence

Private equity investments in healthcare providers have grown exponentially in recent years as investors see the high potential for profitability in the industry. Nonetheless, it is important for investors to keep in mind...more

U.S. SEC’s Office of Compliance Inspections and Examinations Issues Risk Alert on Alternative Investment Due Diligence...

U.S. SEC’s Office of Compliance Inspections and Examinations Issues Risk Alert on Alternative Investment Due Diligence Practices - The U.S. Securities and Exchange Commission’s Office of Compliance Inspections and...more

FTC’s 50th Data Security Settlement Sends a Message: Be Careful with Overseas Contractors

The Federal Trade Commission (FTC) sent a message about the importance of imposing appropriate security measures on—and monitoring—vendors with access to confidential consumer information. The FTC issued a 20-year consent...more

SEC’s Examination Program Issues a Risk Alert on Investment Adviser Due Diligence Processes

On January 28, 2014, the U.S. Securities and Exchange Commission (SEC) Office of Compliance Inspections and Examinations (OCIE) issued a Risk Alert entitled: Investment Adviser Due Diligence Processes for Selecting...more

Getting Your Company Ready For M&A Compliance Due Diligence

Who was the absolute worst general during the Civil War? While there are many worthy candidates for this dubious honor, on the Southern side my vote goes to General John Bell Hood. ...more

Suitability And The “Recidivist Broker”

On January 2, 2014, the Financial Industry Regulatory Authority (“FINRA”) published its annual regulatory and examination priorities letter for 2014. In the publication, FINRA addressed a number of matters, including...more

2014 Trends: #1 Third party risk – still the ethics and compliance ‘Achilles heel’

As we embark on 2014, we’ve pulled together key ethics and compliance industry trends with an eye towards planning for the year ahead. To help, we’ve asked industry experts, our colleagues at NAVEX Global and ethics...more

Putting The Pieces Together: Integrated Due Diligence Programs

One of the many challenges in the compliance profession centers on coordination and integration. There are plenty of compliance experts who can describe a perfect world – how to design a specific program and procedures to...more

Building an Integrated Third Party Due Diligence System Initial Screening to Audits [Video]

Almost every FCPA enforcement action involves violations committed by third-party agents, consultants and distributors. Many companies have instituted due diligence procedures to screen third-parties, consultants and...more

OCC Issues Guidance on Establishing Standards for Use of Independent Consultants in Connection with Compliance with Enforcement...

The OCC issued guidance establishing standards that it will use when requiring its supervised entities—national banks, federal savings associations or federal branches or agencies—to employ independent consultants to comply...more

Federal Court Allows FDIC D&O Suit Involving Business Judgment Rule To Proceed

On November 14, the U.S. District Court for the Southern District of West Virginia denied motions to dismiss filed by former officers and directors of a failed federal thrift who allegedly contributed to the bank’s collapse...more

Avoiding Stovepipes: Integrating Compliance Functions

Compliance is becoming more and more specialized. Whatever is the soup du jour, or current high-risk operation, becomes the focus of compliance education, marketing, and surveys. ...more

You cannot trade a customer file which does not comply with the French Data Protection Act

On June 25, 2013, the French Supreme Court rendered a corner-stone decision for all agreements dealing with personal data. In 2008, a company sold its electronic customer file to its successor in business. It quickly...more

Pre-Acquisition Due Diligence Program For Evaluating Target Companies In M&A

I am just back from our nation’s capital attending the Society of Corporate Compliance and Ethics (SCCE) 2013 annual Compliance and Ethics Institute. If you have a chance to attend next year’s event in Chicago I urge you to...more

FinCEN Joins The Enforcement Party

FinCEN’s new Enforcement Division, which was created in June of 2013, is already making its mark in the financial enforcement world. Federal regulators are focusing on compliance with Bank Secrecy Act (“BSA”) and...more

Due Diligence: Past, Present And Future

Released 40 years ago this month, the Al Stewart album Past Present and Future was a departure from his earlier folk based work. In this album, Stewart focused on historical themes....more

Third Party Risk in a Global Environment

Most organizations engage with hundreds, if not often thousands, of third party vendors, suppliers, agents and business partners, creating a daunting and ever-expanding scope of risk. This risk arises from: 1....more

Careful Recordkeeping Key to Software Compliance

Keli Johnson Swan, Scott & Scott, LLP, says it is important to keep hardware and software receipts, regardless of the date of purchase. When faced with a software audit, diligent recordkeeping can resolve the audit more...more

New Rule 506(d) "Bad Actor" Disqualification - A Continuous Diligence Headache for Emerging Companies

As required by the Dodd-Frank Act, the SEC on July 10, 2013, adopted final Rule 506(d) to "disqualify felons and other bad actors" from Regulation D private offerings. New Rule 506(d) identifies persons and triggering events...more

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