The Foreign Corrupt Practices Act Dodd-Frank Wall Street Reform and Consumer Protection Act

The Foreign Corrupt Practices Act is a United States Federal law enacted in 1974 to create transparency and prevent bribery for U.S.-based corporations conducting business overseas.
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2014 Corporate Governance and Compliance Hotline Benchmarking Report Preview: Benchmarking the Health of Your Whistleblower...

It’s that time again! Last week we released the 2014 Corporate Governance and Compliance Hotline Benchmarking Report. This is our 9th year releasing the Benchmarking Report. The full report covers best practices across all...more

SEC Announces $30 Million Whistleblower Award to Non-U.S. Resident

On Monday, September 22, 2014, the SEC announced that it expected to award between $30 and $35 million to a non-U.S. whistleblower who provided the SEC with information about “an ongoing fraud that would have been very...more

Freedom to Retaliate against Foreign Whistleblowers May Not Be as Much Fun as It First Appears

What I’m about to say is grossly oversimplified, but here goes: The Dodd-Frank Act’s whistleblower provisions have two primary prongs. The first says that an individual who voluntarily provides the SEC with original...more

Made for the U.S.A Only: Second Circuit Holds That the Dodd-Frank Act’s Antiretaliation Provision Applies Only Domestically

According to the SEC, in fiscal year 2013, foreign whistleblowers accounted for 404 of the 3,238 whistleblower reports received by the SEC (nearly 12%). Recently, the Second Circuit Court of Appeals may have significantly...more

Be Careful Where You Whistle While You Work: Courts Impose Limits on Dodd-Frank's Protection for FCPA Whistleblowers

The Dodd-Frank Wall Street Reform and Consumer Protection Act was heralded as providing whistle-blowing employees protection from retaliation by their employers. In Liu v. Siemens AG, handed down last week, the Second Circuit...more

Second Circuit Rejects Extraterritorial Application of Dodd-Frank’s Whistleblower Anti-Retaliation Provision

On August 14, the United States Court of Appeals for the Second Circuit became the first U.S. appellate court to weigh in on the extraterritorial application of the whistleblower provisions of the Dodd-Frank Wall Street...more

Second Circuit Holds Dodd-Frank Whistleblower Provision Does Not Apply Extraterritorially

Last week, in Liu v. Siemens, AG, the Second Circuit held that the Dodd-Frank Act’s whistleblower retaliation provision (15 U.S.C. 78u-6(h)(1)) does not apply extraterritorially, in the first Second Circuit decision to...more

Bernstein Shur Business and Commercial Litigation Newsletter #42

We are pleased to present the 42nd edition of the Bernstein Shur Business and Commercial Litigation Newsletter. This month, we highlight recent cases that address controversies involving Google and privacy rights, the Foreign...more

Counsel to the Company: A Framework for Corporate Governance

As a threshold matter, counsel must identify, and remain clear as to, the identity of its client, which may be the company or a subsidiary, the Board or Board committee, or one or more executives. The identity of the client...more

What Are the Regulators Thinking?

Recently the New England Chapter of the National Association of Corporate Directors presented a distinguished panel of current and former securities regulators discussing enforcement and governance issues facing boards of...more

On The Oregon Trail And Expectations In An Investigation Protocol

On this day in 1843, a massive wagon train, made up of 1,000 settlers and 1,000 head of cattle, set off down the Oregon Trail from Independence, Missouri. Known as the “Great Emigration,” the expedition came two years after...more

SEC Notes Growing Concern About Private Equity Fee Disclosures

Recent comments by Andrew Bowden, Director of the Office of Compliance Inspections and Examinations for the Securities and Exchange Commission (SEC), highlight the growing tension between Dodd-Frank compliance and fund...more

From FCPA to Export Compliance: Avoiding the Slippery Slope to a Compliance Violation

The second half of 2013 saw the continued expansion of FCPA enforcement by the DOJ and the SEC. The decrease in the scope of protections afforded to whistleblowers will lead to an increase in the number of FCPA potential...more

The SEC Speaks In 2014: Enhanced Statutory Regime Combined With Data Analytics Tools Results In Enforcement 2.0

The annual “SEC Speaks Conference,” where the U.S. Securities and Exchange Commission (SEC) and its senior staff review the major developments from the prior year, and preview the SEC’s enforcement priorities for the upcoming...more

Board Investigations And The Curse Of The Mummy’s Tomb – Part II

Yesterday I began an exploration of a recent article in the Corporate Board magazine, entitled “Successful Board Investigations” by David Bayless and Tammy Albarrán, partners in the law firm of Covington & Burling LLP. In...more

This Week In Securities Litigation (Week ending February 14, 2014)

The Commission prevailed after a two week jury trial in an insider trading case this week, ending a string of losses. The agency also filed two settled actions, one based on insider trading claims and another involving...more

SEC Chair: It Will Be A Busy Year For Enforcement

SEC Chair Mary Jo White outlined the 2014 agenda for the SEC in recent remarks. SEC Chair Mary Jo White, 41st Annual Securities Regulation Institute, Coronado, California (Jan. 27, 2014)(here). Portions of the agenda focused...more

SEC Enforcement Year in Review - 2013

Marked by leadership changes, high-profile trials, and shifting priorities, 2013 was a turning point for the Enforcement Division of the Securities and Exchange Commission (the “SEC” or the “Commission”). While the results of...more

Corporate and Financial Weekly Digest - Volume VIII, Issue 47

In this issue: - Concurrent Resolution of FCPA, Export Controls and Sanctions Violations Demonstrates Close Cooperation of Federal Agencies - Five Agencies Issue Final Volcker Implementation Rules; Small Banks...more

The Financial Report - Volume 2, No. 22 • December 12, 2013 (Global)

OSC to hold derivatives reporting seminar. The Ontario Securities Commission announced that it will hold a seminar on January 15, 2014, on the reporting requirements under the new Derivatives Trade Repositories and...more

Dodd-Frank Whistleblower Protection: For America Only

The U.S. District Court for the Southern District of New York has held that the whistleblower protection provisions of the Dodd-Frank Act do not apply outside the United States, even where the employee alleged he was...more

New York Court Declines To Find Extraterritorial Reach Of Dodd-Frank Whistleblower Protection

Liu v. Siemens A.G., No. 13-CV-317(WHP) (S.D.N.Y. Oct. 21, 2013) (Pauley, J.): Judge William H. Pauley III dismissed a retaliation claim under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank)...more

SEC Awards $14 Million to Whistleblower

The SEC awarded more than $14 million to a whistleblower earlier this month in exchange for information that helped the SEC bring an enforcement action against the perpetrators of an investment fraud in less than six months...more

Dodd-Frank Retaliation Cases Continue To Be a Mixed Bag For Companies

Two new Dodd-Frank decisions over the last week contain mixed results for employers. In Liu v. Siemens A.G., Judge Pauley in the Southern District of New York held that Dodd-Frank’s anti-retaliation provision does not...more

Still Standing: U.S. Court Upholds SEC Conflicts Minerals Rule

In a July 23, 2013 opinion, the U.S. District Court for the District of Columbia upheld the SEC’s rule requiring disclosure of companies’ use of conflict minerals originating in and around the Democratic Republic of the Congo...more

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