News & Analysis as of

Publicly-Traded Companies Compliance

FCPA Compliance Report-Episode 330 Robin Bew and Henry Stoever of the NACD

by Thomas Fox on

In this episode, I visit with Robyn Bew, the Director of Strategic Content Development for the National Association of Corporate Directors (NACD) and Henry Stoever, the Chief Marketing Officer for the NACD. They discuss what...more

Whistleblower Hotlines: Still a Vital Tool

by NAVEX Global on

Recently the chief compliance officer of a global company asked me: does a company need a telephone-based whistleblower hotline anymore? In our all-technology, all-the-time world, could a company phase out telephone hotlines...more

DOJ Issues New Compliance Program Evaluation Guidance

by NAVEX Global on

Earlier this month, the Fraud Section of the US Department of Justice (DOJ) published its Evaluation of Corporate Compliance Programs (Evaluation Guidance). Although issued without fanfare, the Evaluation Guidance represents...more

Department of Justice Fraud Section Provides Guidance on Evaluating Corporate Compliance Programs

by Jones Day on

On February 8, 2017, the United States Department of Justice ("DOJ") Fraud Section published a blueprint for assessing corporate compliance efforts, titled "Evaluation of Corporate Compliance Programs" ("Guidance"). It...more

Compliance Paid for Itself in Many Ways in 2016

by NAVEX Global on

“A culture of ethics ties long-term performance to the interests of long-term stakeholders.” — Larry Fink, Chief Executive of Blackrock The quote above was mentioned by Timothy Erblich, CEO of Ethisphere, at the...more

ISO 37001: Answers to the 5 Questions We’ve Heard Most About the Standard

by NAVEX Global on

It’s been a month since ISO 37001 was published and there are some questions we have heard percolating in the compliance world about what this means. These are the questions we’ve been hearing the most...more

Ethics and Incentive Compensation: A Ticking Time Bomb

In a recent Wall Street Journal article, it was reported that “some drug-industry watchers say Mylan’s incentives may have played a role in its steep price increases for the EpiPen.” The article addressed one-time awards for...more

SEC Proposes New Rules That Would Make Available Scaled Disclosure to More Companies

by McDermott Will & Emery on

In Depth - On June 27, 2016, the Securities and Exchange Commission (SEC) proposed amendments to its rules and regulations that would expand the number of companies that qualify as “smaller reporting companies” by...more

Joe Howell on the PCAOB, Audits and Compliance – Part II

by Thomas Fox on

Today we have Part II of my exploration with Joe Howell about the PCAOB and how its work with public company auditors impacts anti-corruption compliance. I asked Howell about auditor rotation and what it means. Howell...more

Joe Howell on the PCAOB, Audits and Compliance – Part I

by Thomas Fox on

I recently had the chance to visit with Joe Howell, the Executive Vice President (EVP) of Workiva LLC. Howell has been the Chief Financial Officer (CFO) of a number of public companies, mostly in the technology space, and...more

They've Arrived: Long-Awaited Federal Crowdfunding Rules Adopted by SEC

by Baker Donelson on

On October 30, 2015, the U.S. Securities and Exchange Commission (SEC) voted three to one to adopt equity crowdfunding rules pursuant to Title III of the Jumpstart Our Business Startup Act of 2012 (JOBS Act)....more

Consider Refreshing Your Existing SEC Disclosure

by Baker Donelson on

As the fiscal year wraps up and SEC registrants begin to think about their 10-K and proxy, this is a good time for businesses to refresh their disclosure and to consider whether language that reappears annually still...more

NYSE Amends Rule Regarding Disclosure of Material Nonpublic Information

by Baker Donelson on

Companies listed on the New York Stock Exchange (NYSE) are certainly familiar with the NYSE rules regarding public disclosure of material information. Those rules require prompt disclosure of material information that may...more

Dodd-Frank Executive Compensation Update: SEC Adopts CEO Pay Ratio Disclosure Rules

by Perkins Coie on

The Securities and Exchange Commission (SEC) recently adopted final rules implementing one of the last four remaining executive compensation requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act. ...more

Conflict Minerals Disclosure for Calendar Year 2015: "Conflict Undeterminable" Generally No Longer Permitted

The "DRC Conflict Undeterminable" determination, widely employed in conflict minerals reports to date, will not be permitted for issuers (other than small companies) reporting in 2016 on activities in calendar year 2015. At...more

Reflections on the Hitachi FCPA Enforcement Action

by Thomas Fox on

Earlier this week, the Securities and Exchange Commission (SEC) announced resolution of a Foreign Corrupt Practices Act (FCPA) enforcement action involving the Hitachi Ltd (Hitachi). There were several interesting aspects to...more

New Volcker Rule FAQs: Market Making and CEO Certifications

Two new Volcker Rule FAQs have been issued. One FAQ addresses a bank’s market making activities. Amongst other things, the FAQ affirms that for purposes of meeting the final rule’s exemption for market-making, a...more

Activist Funds Must Comply with HSR Premerger Reporting Rules

by Perkins Coie on

The Federal Trade Commission (FTC) filed a complaint in August 2015 against three affiliated activist hedge fund companies and Third Point LLC, their management company, for acquiring voting securities in Yahoo! Inc. without...more

NYSE Expands Rules Related to Pre-Market Notification of Material News, Trading Halts and News Releases After Market Close

The NYSE has filed a proposed rule change that is immediately effective. The NYSE proposes to amend Section 202.06 of the Listed Company Manual to: - expand the pre-market hours during which listed companies are required...more

Alert: SEC Adopts Final Pay-Ratio Rule

by Cooley LLP on

On August 5, 2015, the SEC adopted a final rule to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, often referred to as the pay-ratio provision. The pay-ratio provision mandates...more

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

DOJ Hires Corporate Compliance Program Expert

by Dechert LLP on

In a somewhat surprising development, press outlets reported last week that the U.S. Department of Justice (“DOJ”) has hired a corporate compliance program expert who will work alongside federal prosecutors evaluating whether...more

The Boss Makes HOW much more than me? SEC Issues Final Pay Ratio Rule

On August 5, 2015, the Securities and Exchange Commission approved its final rule subjecting most public companies to the so-called “Pay Ratio Disclosure” mandated by the 2010 Dodd-Frank Wall Street Reform and Consumer...more

Fifth Circuit Rejects SOX Whistleblower Claims Not Raised in Administrative Complaint; Adopts Liberal "Reasonable Belief" Pleading...

by FordHarrison on

On July 31, 2015, the Fifth Circuit issued a decision that may have both a positive and negative impact on employers defending whistleblower retaliation claims under the Sarbanes Oxley Act (SOX). In this decision, the court...more

Treasury Consultation Paper – Another Step Towards Crowd-Sourced Equity Funding

by K&L Gates LLP on

On 4 August 2015, the Treasury of the Australian Government released a consultation paper, facilitating crowd-sourced equity funding and reducing compliance costs (Consultation Paper). This follows the previous discussion...more

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