Internal Controls

News & Analysis as of

2016 half-year in review: M&A legal developments

We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

SEC – GM Settle Internal Controls Action

Effective internal controls are critical to any organization. The Commission has focused on these controls, brining enforcement actions in recent months tied to internal control issues. Its latest case in this area names...more

Rolls-Royce Global Enforcement Action: Part I

When most people across the globe think of Rolls-Royce, one word comes to mind – excellence. Yet that image largely relates to Rolls-Royce Limited, the automobile manufacturer, which was founded in 1909. Just a few years...more

Mondelez FCPA Enforcement Action — An Abuse of Prosecutorial Discretion?

The first FCPA enforcement action for 2017 landed with very little fanfare. The SEC reached a settlement with Mondelez International for $13 million. The facts surround the hiring of an agent in India and the failure of...more

This Week In Securities Litigation

FCPA enforcement was a key priority this week. The Commission filed two settled actions. Once involved a recidivist in which the firm made admissions in resolving the matter with the DOJ. ...more

Mondelez Agrees to Pay $13 Million to Settle FCPA Charges Related to Alleged Bribery in India

On January 6, 2017, the U.S. Securities and Exchange Commission (“SEC”) announced that Illinois-based multinational confectionery company Mondelez International Inc. and its subsidiary Cadbury agreed to settle Foreign Corrupt...more

SEC – Government Contracts Firm Settle Internal Controls Action

Internal controls has been at the center of a number of Commission enforcement actions in recent months. Its most recent action in this area focuses on a firm that recognized revenue in a manner that was inconsistent with its...more

A Company Must Do Compliance – The Mondelez FCPA Enforcement Action

In almost every Foreign Corrupt Practices Act (FCPA) enforcement action, there are nuggets to be gleaned for any Chief Compliance Officer (CCO) or compliance practitioner. All one has to do is look for them. Back in 2012,...more

Announcing Must-Have Treatise on Business Divorce Litigation

There’s little doubt in my mind that “business divorce” has achieved name recognition as a distinct subgenre of commercial litigation whose regular practitioners, by dint of experience dealing in and out of court with the...more

This Week In Securities Litigation - Holiday Edition

Questions regarding the validity of SEC ALJs continue to be a key focus for SEC enforcement. The Tenth Circuit concluded that the retention of SEC ALJs violated the Constitution’s Appointment Clause, setting up a potential...more

Trends from 2016 Record FCPA Enforcement Year (Part II of III)

No matter how you cut it – this was a big year in FCPA enforcement. Not just because of the large enforcement actions but the scope and depth of enforcement, remediation and compliance program demands....more

New French Anticorruption Legislation Affecting Large French and Foreign Groups of Companies and Their Top Management

On December 9th, 2016, France officially enacted the Law on transparency, anti-corruption and economic modernization (so-called "Sapin II bill") which introduces the following key changes...more

Shearman & Sterling’s Recent Trends and Patterns in the Enforcement of the Foreign Corrupt Practices Act (FCPA)/FCPA Digest -...

Shearman & Sterling’s bi-annual Trends & Patterns in FCPA Enforcement report provides insightful analysis of recent enforcement trends and patterns in the US, the UK and elsewhere, as well as helpful guidance on emerging best...more

30 Days to a Better Compliance Program

Last summer I ran a two-week, combined blog and podcast series on the Ten Hallmarks of an Effective Compliance Program. The series was quite well received. As I fancy myself the Nuts and Bolts compliance guy and inspired an...more

$519 million FCPA Payment by Teva Pharmaceuticals—Largest Ever FCPA Payment by Pharmaceutical Company—Follows Large FCPA Plea...

On December 22, 2016, the world’s largest manufacturer of generic pharmaceuticals, Teva Pharmaceuticals (“Teva”), agreed to pay $519 million in FCPA-related criminal penalties, disgorgement, and interest. The Israeli company...more

This Week In Securities Litigation

As the Christmas and holiday season approaches, the SEC brought a series of actions. Those included two settled FCPA actions filed in tandem with the DOJ, one of which also involved foreign regulators and the payment of about...more

Thoughts on Internal Control Over Financial Reporting

As year-end approaches, many companies will be focused on preparing their annual reports. Recent comments from various representatives of the Securities and Exchange Commission accounting staff emphasized the importance of...more

Draft ECB Guidance on Leveraged Transactions

Regulatory update: Draft ECB Guidance on Leveraged Transactions – US Comparison - The European Central Bank ("ECB") is consulting on guidance relating to leveraged transactions ("Proposed Guidance"). The ECB regards the...more

Regulators Discuss Accounting and Auditing Developments at 2016 AICPA Conference

This year’s American Institute of Certified Public Accountants Conference on SEC and PCAOB Developments, held on December 5-7, echoed several themes from prior AICPA conferences regarding regulatory priorities of interest to...more

Institutional Justice and Compliance

I end my week based upon recent obituaries by focusing on one from late 2015 that has been the most significant to me in the year of 2016. It was that of my father, Dr. Milden Jean Fox, Jr., who passed away on this date one...more

Compliance into the Weeds-Episode 22, United Airlines SEC enforcement action [Video]

In this episode Matt Kelly and I take deep dive into the United Airlines SEC enforcement action for violation of internal controls around its reinstitution of a route from Newark to South Carolina at the insistence of the...more

The SEC’s Continuing Refinement of Internal Controls Enforcement

My good friend and colleague, Tom Fox, has written an interesting post on the SEC’s recent United Airlines settlement for $2.4 million for domestic bribery. As Tom has noted, the interesting aspect of the SEC’s enforcement...more

This Week In Securities Litigation

The Supreme Court handed down its much anticipated decision in Salman this week, essentially reaffirming its seminal decision on illegal tipping in Dirks. In affirming the Petitioner’s conviction the Court rejected his...more

I Believe in Father Christmas and Internal Controls for Gifts in the Holiday Season

Rock and roll heaven got another power player this week as Greg Lake died on December 7th. He was one-third of the greatest prog rock trio Emerson, Lake & Palmer (aka ELP). With apologies to Patrick Hays and all you...more

In Win for Financial Services Industry, Second Circuit Limits Use of FCA to Enforce Banking Regulations

In United States ex rel. Bishop v. Wells Fargo & Co., 823 F.3d 35 (2d Cir. 2016), the Second Circuit rejected an attempt to use the False Claims Act (“FCA”) as an enforcement mechanism for banking regulations in the lead-up...more

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