News & Analysis as of

FCPA Enforcement And Difficult Choices For Corporate Directors

Aggressive FCPA enforcement in recent years has presented corporate officials with difficult choices regarding compliance and cooperation. Crafting, implementing and maintaining an effective FCPA compliance system can be time...more

Claims: Government Investigations, Enforcement And Triggering Insurance Coverage Under D And O Insurance

In this Presentation: - FDIC D&O Insurance and “Claim” Issues ..Definition of “Claim” in a D&O Policy ..So, what constitutes a “claim” ..“Claim” definition Denials and Cases ..Timing of a...more

Little Help From My Friends – Predictions For Ethics And Compliance In 2014

When it comes to predicting ethics and compliance trends and events for the new year, I admit I needed some help. So I reached out to two leading ethics and compliance specialists in the industry – Donna Boehme and Michael...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

Pushing Corporate Boards To A New Style Of Governance

In the coming years, the pressure on corporate boards will reach new levels. Enforcement agencies are scouring investigations and sources of information to bring civil and criminal cases against board members. Activist...more

Corporate Board Oversight Responsibilities And Liability

The Department of Justice is targeting individuals for criminal FCPA violations. As I have discussed before, DOJ is bringing strong cases with overwhelming evidence against individual defendants. ...more

Hyper-Focus On Corporate Governance: Dangers And Risks To Corporate Boards

Corporate boards are under increasing government and shareholder scrutiny. ...more

Former Morgan Keegan Directors Settle Valuation Case

The U.S. Securities and Exchange Commission issued a cease and desist order on June 13, 2013 (the “Order”) against former members of the boards of directors (the “RMK Directors” or the “RMK Boards”) of five Regions Morgan...more

Good Governance for General Counsel: What Your Board Needs to Know Now

A host of regulatory and finance reforms have ushered in significant changes for health care entities, and likewise, for the boards that guide them. How can general counsel broach these changes with their boards and steer...more

High Anxiety: Five Basic Worries For Every Corporate Board

Life is full of anxieties. We all know that. Some suffer worse anxieties than others. As I often say, anxiety comes and goes. Anxiety cannot be measured but is something that everyone experiences on their own terms....more

SEC Accuses Fund Directors of Breaching Their Valuation Duties

In a case involving fair valuation of structured notes, the SEC signaled that when investment company fund boards delegate the responsibility to fair value portfolio securities, they must provide “meaningful substantive...more

A Compilation of Enforcement and Non-Enforcement Actions - December 28, 2012

In This Issue: Non-Enforcement Matters: - New SEC Registrants Under Dodd-Frank to Be Focus of SEC Examination Program - FINRA Rule 5123 Revisited Enforcement Matters: - SEC Accuses...more

SEC Focuses on Fair Valuation in Recent Enforcement Cases

The U.S. Securities and Exchange Commission (SEC) issued an order commencing an administrative proceeding against the former members of the boards of directors (Boards) of five registered investment companies on December 10,...more

The Right To Appeal Once A Receiver is Appointed

QUESTION: After a receiver is appointed to enforce a settlement, can the defendant, a California corporation, appeal the judgment and order appointing the receiver, or is the receiver the only party that has the right to...more

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