Internal Investigations

News & Analysis as of

SEC Enforcement Gives Employers a Strong Incentive to Clarify That Their Confidentiality Agreements Do Not Preclude Reporting...

The Securities and Exchange Commission? (“SEC”) has resolved its first enforcement action regarding a potentially overreaching confidentiality agreement following the “voluntary” revision of the agreement to state that it...more

Beware of Confidentiality Agreements with Employees; Make Sure They Don’t Stifle Whistleblowing

On April 1, 2015, the SEC announced its first enforcement action against a company for utilizing language in a confidentiality agreement which could discourage whistleblowing....more

Code of Conduct Enforcement

The bulk of company internal investigations are devoted to human resource and code of conduct violations. Of course, there are always potential legal violations but these are far smaller in number but could have disastrous...more

Corporate Investigations & White Collar Defense - April 2015

It’s Stifling in Here! SEC Rules That Companies Can’t Put Restrictive Language in Confidentiality Agreements That Could Potentially Stifle Whistleblowers - Why it matters: On April 1, 2015, the SEC announced its...more

Can You Keep a Secret? The SEC Says to Ask Carefully

Employers have a lot to be worried about. Employees are given access to trade secrets, customer lists, financial accounts, and other highly sensitive, confidential information. Most employers attempt to deter improper use of...more

Internal Investigations: Do No Harm

Internal investigations are an ever-present challenge for companies. They can involve virtually any topic and arise in myriad ways.  Embezzlement, accounting improprieties, bribery, and financial statement adjustments can all...more

SEC Takes Aggressive Approach to Fortify Dodd-Frank’s Whistleblower Rules

On April 1, 2015, the Securities & Exchange Commission (the “SEC” or “Commission”) fined a public company $130,000 for requiring employees involved in internal investigations to sign a confidentiality agreement that the...more

Not Necessary to “Boil the Ocean” in FCPA Internal Investigations

Assistant Attorney General Leslie R. Caldwell recently gave her views on the proper scope of internal investigations regarding FCPA matters. In her views she noted...more

Internal Investigations and Cooperation Credit in FCPA Investigations

Cooperation credit and conducting internal investigations were key themes in recent remarks by Assistant Attorney General Leslie Caldwell at New York University Law School’s Program on Corporate Compliance and Enforcement...more

Five Key Issues Confronting Financial Services Industry Employers

Employers in the financial services industry are faced with a growing number of employment law challenges. Whistleblower complaints are on the rise as regulatory agencies become more aggressive in their efforts to encourage...more

SEC Applies Whistleblower Protections to Confidentiality Arrangements

Public companies should review their confidentiality arrangements for any provisions that may result in unintended violations of the Dodd-Frank Act’s whistleblower protections....more

In Case You Missed It - Interesting Items for Corporate Counsel - April 2015

We knew someone would do this for us if we just waited long enough. A summary of early trends in proxy access responses suggests most are including the shareholder proposal and recommending a no vote. See here. Only a single...more

SEC Assault on Employee Confidentiality Agreements

The Securities and Exchange Commission recently announced an enforcement action against KBR, Inc., alleging that a form of confidentiality agreement used in internal investigations violated an SEC whistleblower rule. To...more

SEC Blows the Whistle on Confidentiality Agreements

Thanks to a recent enforcement action brought by the U.S. Securities and Exchange Commission (SEC), it may be time to review and revise the confidentiality provisions in employment agreements, severance agreements, employee...more

The SEC Joins the NLRB and EEOC in the Assault on Employee Confidentiality Agreements and Policies in Workplace Investigations

On April 1, 2015, the United States Securities and Exchange Commission (SEC) announced its first settlement of a whistleblower enforcement action against a company for using confidentiality agreements to stifle the...more

Data Privacy Challenges & Considerations for Cross-Border Ethics & Compliance Investigations

What investigators need to know—and do—to adhere to data privacy laws relating during ethics and compliance investigations. Investigations of potential misconduct can be taxing for any organization. But for...more

How to Conduct Internal Investigations Outside the United States

Think of a U.S.-headquartered multinational when it receives an allegation of serious misconduct at one of its overseas operations. Maybe the company whistleblower hotline just got a tip that a secretary in the Buenos Aires...more

In-House Counsel Risk SEC Enforcement for Some Confidentiality Agreements - Following Best Practices as Part of a Comprehensive...

Confidentiality agreements are boilerplate in many legal departments, but they shouldn't be. In-house counsel need to review all currently effective confidentiality agreements with anyone who could potentially be a...more

SEC Says Employer's Confidentiality Agreement Violates Dodd-Frank

Employers paying severance to separated employees usually require written release agreements that include a confidentiality provision. The employee is prohibited from disclosing the existence of the agreement, or from...more

Three Thoughts about the SEC’s First “Pretaliation” Case

I was on a flight last Wednesday when the SEC released the first of what whistleblower chief Sean McKessy has dubbed “pretaliation” cases against KBR, Inc. When I landed I had several emails from colleagues, asking, “Did you...more

Increased Governmental Scrutiny for Employee Confidentiality Restrictions

Employers should be aware of recent federal agency activity that may require modifications to employee confidentiality agreements. The federal Securities and Exchange Commission (SEC) issued a press release on April 1, 2015,...more

Employer’s confidentiality agreement triggers SEC action and penalty - review and revise agreements now

Consistent with its prior announcements that it will protect and encourage whistleblowers, the SEC recently announced its “first enforcement action” against a company for using allegedly restrictive language in an agreement...more

Court Condemns Law Firm's Privilege Claim as "Subterfuge": Part I

Some companies begin internal investigations or audits for business reasons, but later try to cloak related communications and documents with work product privilege protection. ...more

The SEC is Taking a Closer Look at Confidentiality Agreements to Ensure Potential Whistleblowers Not Restrained

The Securities and Exchange Commission (“SEC”) announced on April 1, 2015 that it was instituting enforcement proceedings relating to the whistleblower provisions of the 2010 Dodd–Frank Wall Street Reform and Consumer...more

Locke Lord QuickStudy: SEC Sends Clear Message - Companies Cannot Restrict Whistleblowers Via Employee Confidentiality Agreements

On April 1, 2015, the Securities and Exchange Commission (SEC) announced its first enforcement action against a company for using improperly restrictive language in employee confidentiality agreements, noting that such limits...more

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