News & Analysis as of

Voyager II Launches and The FCPA Professor’s New Book

Many readers of this blog will recall that the Foreign Corrupt Practices Act (FCPA) is 37 years old this year. Perhaps less might remember that also 37 years ago, NASA launched Voyager II, which was an unmanned spacecraft. ...more

SEC Charges CEO and Former CFO With Violation of Sarbanes-Oxley

On July 30, the Securities and Exchange Commission charged computer equipment company QSGI Inc’s CEO, Marc Sherman, and former CFO, Edward L. Cummings, for misrepresenting to external auditors and the investing public the...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

The Network News

Fraud Index Released-Startling Findings - A survey of more than 1,400 organizations worldwide revealed startling 4th quarter results on fraud trends for 2013. The Fraud Reporting Percentage (FRP), which measures fraud...more

Are Ethical Companies More Profitable? (Part II Of IV)

Forgive me for starting with a rhetorical question and for another in my series of profound grasps of the obvious. The answer, as we all know, to the posed question is a resounding yes. Without getting into the...more

Business News Digest – April 2014

In this issue: - Cybersecurity Assessments – Using the Tool Well - A SOX in the Gut: Supreme Court Vastly Expands Workplace "Whistleblower" Law - SEC to Scrutinize Never-Examined Investment...more

The SEC Whistleblower Program

On Oct. 1, 2013, the Securities and Exchange Commission (SEC) announced that it had awarded more than $14 million to an unidentified whistleblower who provided information leading to a successful enforcement action — by far...more

Employment Law

Same-Sex Harassment Suits Yield Sizable Settlements - Why it matters: Same-sex sexual harassment made headlines recently after the Equal Employment Opportunity Commission reached settlements with two different...more

Clawback Policies–What to Do?

Clawbacks have been around for more than a decade. - Beginning in 2002, Sarbanes-Oxley required CEOs and CFOs to reimburse incentive or equity compensation received or profits from the sale of company securities during...more

Take 5 Newsletter: Five Hot Topics for Financial Services Industry Employers

The economy may be improving, but challenges remain for employers in the financial services industry. From ever-increasing whistleblower claims to new diversity and inclusion regulations and recent IRS determinations...more

The Relationship Between Sarbanes-Oxley And FCPA Compliance

Ten years ago, Sarbanes-Oxley was the focus of compliance and corporate governance reform. Sarbanes-Oxley was enacted in response to major corporate scandals involving financial reporting fraud and accounting...more

What 2013 Gifts will Employers be Enjoying well into 2014?

The holidays have come and gone. I hope everyone enjoyed them, and I hope everyone received the gifts and presents they asked for. I come from a big family—three siblings, 14 aunts and uncles, and nearly twenty cousins....more

Compensation Clawbacks and Code Section 409A Acceleration

When the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) became law in 2010, it included a requirement for public companies to recoup, or “clawback,” incentive compensation from executives in the event...more

Interview With Jon Rydberg

Ed. Note-today I continue with my series of interviews with thought leaders in the compliance arena. Today, I post an interview of Jon Rydberg, CEO and Founder of Orchid Advisors....more

14 Labor & Employment Resolutions For 2014

Our government managed to reach a deal to avoid another government shutdown. And so, while our tax refunds will continue to be processed and parks remain open, it is that time of year again — the time to review and reflect on...more

Guarantor and Affiliate Financial Statements: Finding a Silver Lining

This week in our playbook, we are talking about guarantor and affiliate financial statements. First, the bad news: As a general rule, all guarantors must present the same audited and unaudited financial statements as...more

What Does the SOX Say?

Any negotiation for cloud and outsourced services undoubtedly ends up in a debate over what audits are appropriate, what are required, and who will pay for them. With numerous stakeholders, the business owner is often left...more

Tenth Circuit Broadens Whistleblower Protection Under SOX

In a recent decision, the United States Court of Appeals for the Tenth Circuit broadened the types of claims that may be recognized under the anti-retaliation provisions of the Sarbanes-Oxley Act. Lockheed Martin Corp. v....more

Corporate Review June 2013 - Changes to Impact U.S. and Canadian Public Companies Using COSO Internal Control Framework

The Sarbanes-Oxley Act of 2002 requires companies that are subject to U.S. reporting requirements to establish and maintain a system of internal control over financial reporting and periodically assess the effectiveness of...more

Second Highest Penalty in FCPA History Comes with a Caution from the Bench about the Limits of the Act’s Jurisdiction

In Brief - The Foreign Corrupt Practices Act covers a nearly boundless range of business conduct by issuers and their agents in an ever more global world. Yet the contrast in sentences handed down in two recent FCPA...more

The Importance Of A Board Compliance Committee

It is not every day that I can report on a new governance innovation which is being rapidly embraced and implemented by companies. It may be one of the most significant corporate governance developments in the last five...more

What To Do If Your Gut Says It’s Wrong: Lessons from Project Alpha

I often write about what can happen to companies who run afoul of the Foreign Corrupt Practices Act (FCPA). Usually enforcement actions focus on companies and not individuals. However, as is often pointed out by commentators...more

Five Steps To Improve Corporate Governance

It has been ten years since Sarbanes-Oxley was enacted. No one can argue that Sarbanes-Oxley eliminated the problem of corporate malfeasance....more

The DOJ And SEC Issue Their Comprehensive Guide To The U.S. Foreign Corrupt Practices Act

General Counsels, Chief Executive Officers, Chief Financial Officers, and Corporate Secretaries of U.S. publicly-traded companies across the country must take individual responsibility for the accuracy and completeness of...more

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