Internal Controls

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Embraer FCPA Enforcement Action – Part III

Today I continue my exploration of the recently announced Department of Justice (DOJ) and Securities and Exchange Commission (SEC) Foreign Corrupt Practices Act (FCPA) enforcement action with the announcement of the...more

This Week In Securities Litigation

The Commission filed another action in which admissions were required as part of the settlement. The proceeding named as Respondents a foreign bank and two of subsidiaries. Respondents variously acted as unregistered brokers...more

Spuds MacKenzie Runs into FCPA/Whistleblower Buzzsaw

Ha. I’m just kidding. I don’t think Spuds MacKenzie has been a thing for years. But his former patron, Anheuser-Busch InBev, ran into some FCPA problems last month, and tacked on a whistleblower charge for good measure....more

Like a Rolling Stone and the Failures of Internal Controls

I continue my celebration of Bob Dylan, Nobel Laureate, by reflecting on what many consider to be his greatest recording, Like a Rolling Stone. In 2004, Rolling Stone magazine named it as the greatest song of all time....more

Och-Ziff: Accountability and Internal Controls (Part IV)

There are a number of important lessons from the Och-Ziff enforcement action, some of which are related to the private equity and hedge fund industry and some of which apply across all businesses....more

FCPA Enforcement Ramping Up Against Private Equity and Hedge Funds (Part III)

The Och-Ziff settlement has now set the stage for the Justice Department and the SEC to focus its enforcement eye on the private equity and hedge fund industry. The Och-Ziff action was initiated in response to the SEC’s...more

John Fogarty Rocks-Nu Skin Informs Oversight

I recently saw John Fogerty in concert. For those you are not aware, he was a founding member and the driving force behind Creedence Clearwater Revival (CCR), one of the very top American groups from the 1960s and early...more

Major FCPA Enforcement Action Against Nation’s Largest Publicly Traded Hedge Fund

In one of the largest FCPA settlements in history, hedge fund Och-Ziff Capital Management Group LLC (“Och-Ziff”) recently resolved a long-running government inquiry by agreeing to $413 million in financial penalties and a...more

DOJ and SEC Deliver Body Blow to Private Equity and Hedge Funds: Och-Ziff Settles FCPA Violations for $412 Million (Part I)

The Justice Department and the Securities Exchange Commission delivered a powerful FCPA enforcement message to private equity and hedge funds. Och-Ziff settled with the DOJ and SEC for total penalties of $412 million....more

SFC’s Concerns Over Licensees’ Anti-Money Laundering Internal Controls

Key Points - - The SFC Enforcement Division is investigating several SFC-licensed brokerages for suspected inadequate AML internal controls. - Reminder of SFC areas of concern. - SFC licensees...more

Issuer Reporting and Disclosure Remains Focus of SEC and Other Regulators

In a recent speech, SEC Enforcement Director Andrew Ceresney confirmed the SEC’s continued pursuit of investigations and enforcement actions relating to issuer reporting and disclosure, an area that remains a high priority...more

Declinations and Profits Disgorgement – It Was There All Along

Last week there were two declinations issued by Department of Justice (DOJ) for Foreign Corrupt Practices Act (FCPA) matters. The matters involved two Texas based, privately held companies. The first was HMT LLC (HMT) which...more

GSK Settles FCPA Charges with SEC

The SEC filed another settled FCPA action stemming from what the Order called “pervasive” practices in the China subsidiary of a multinational firm. This time GlaxoSmithKline plc was charged with internal control violations...more

This Cold Bud Is For You: SEC Sanctions Anheuser-Busch for “Chilling” Employee from Communicating with SEC

On September 28, 2016, the SEC announced that Anheuser-Busch agreed to pay $6 million to settle charges of Foreign Corrupt Practices Act and Dodd-Frank whistleblower violations. The SEC’s order stated that AB InBev violated...more

Anheuser-Busch InBev and Lessons in Joint Venture FCPA Compliance

Just in time for National Beveridge Day comes the Foreign Corrupt Practices Act (FCPA) enforcement action involving Anheuser-Busch InBev (ABI), where the company paid $6 million to settle charges that it violated the FCPA and...more

Bridging the Week - September 2016 #3

Advantage Futures LLC, Joseph Guinan, its majority owner and chief executive officer, and William Steele, who until May 2016 was Advantage’s chief risk officer, settled charges brought by the Commodity Futures Trading...more

SEC, Bank Settle Action Tied to Loan Loss Reserves

Since the market crisis the Commission has brought a series of enforcement actions centered on the failure of financial institutions to properly evaluate their loan loss reserves. Those issues are not solely the result of...more

Third-Party Risk Management – Part 2: Contract Termination

This second part of the series will take a look at the last phase in the lifecycle of third-party business relationship and that is contract termination. This is a phase a lot of times overlooked....more

The Foreign Corrupt Practices Act’s One-Year “Pilot Program” Nears The Halfway Mark

The Foreign Corrupt Practices Act (“FCPA”) prohibits both United States and foreign corporations and nationals from offering or paying, or authorizing the offer or payment, of anything of value to a foreign government...more

Ninth Circuit Holds that SOX 304 Clawback Applies to Executives that are Not at Fault

The Ninth Circuit recently held that Section 304 of the Sarbanes-Oxley Act (SOX 304) allows for a clawback of certain CEO and CFO compensation regardless of whether the clawback was triggered by the personal misconduct of...more

Five Key Takeaways from Key Energy’s SEC FCPA Settlement

The SEC, last week, announced its $5 million settlement with Key Energy. As always, FCPA settlements contain important examples of enforcement priorities and policies. Key Energy’s recent settlement is an example of the...more

Compliance is a Business

Compliance is a business. That statement should not come as a shock or even a surprise to anyone who has worked in the corporate world. Every part of a business should work towards doing business. Yet many compliance...more

Farewell to R2D2 and Key Energy FCPA Resolution – Part II

Yesterday I began a what I thought would be a two-part series on the Key Energy, Inc. (Key Energy) Foreign Corrupt Practices Act (FCPA) enforcement action. However (and as usual), I got carried away so today I will review the...more

This Week In Securities Litigation

The D.C. Circuit handed down the first circuit court decision ruling on the Appointments Clause question concerning the retention of SEC ALJs. The court concluded that there was no violation of the Clause....more

Blog: Study Shows More Restatements And Internal Control Weaknesses Among “Heavy Users” Of Non-GAAP Measures

The non-GAAP financial measures pile-on continues. Certainly, the SEC has recently been making the public-speaking rounds and issuing CDIs warning companies of its concern about abuses of non-GAAP metrics, such as...more

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