Sarbanes-Oxley Securities & Exchange Commission

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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

Do Your Confidentiality and Employment Agreements Violate SEC Whistleblower Protection Rules?

As the SEC takes aim at whistleblower “pretaliation” (attempts to muzzle whistleblowers via confidentiality and other employment agreements—overt or otherwise) ethics and compliance officers need to take practical steps to...more

March Whistleblower News Digest – Is Your Anti-Retaliation Compliance Training Program Ready?

I thought February was a jam-packed month for whistleblower-related news, but March had no shortage of whistleblower headlines. From the SEC kicking off the month with a hefty whistleblower award to OSHA issuing the final...more

Recent SEC Enforcement Actions Renew Focus on Incentive Compensation Clawbacks

Recent SEC enforcement actions serve as a reminder that CEOs and CFOs are subject to incentive compensation clawbacks under Section 304 of the Sarbanes-Oxley Act even when there has been no misconduct on their part....more

A Review of Recent Whistleblower Developments

• Fourth Circuit Applies Two-Year Statute of Limitations to SOX Whistleblower Claim and Confirms Availability of Emotional Distress Damages • SDNY Holds That SOX Protects Employee From Retaliation for Activity Engaged...more

FCPA Compliance and Ethics Report-Episode 145-SEC Enforcement of the FCPA, Part II [Video]

In this episode which is Part II of my look at SEC enforcement of the FCPA, I consider whether profit disgorgement is available to the SEC in a strict liability enforcement action of violation of internal controls. ...more

Internal Accounting Controls – The Framework for Enforcement (Part II of IV)

When you review the actual law surrounding books and records and internal controls, you wonder to yourself what took the Justice Department and the SEC so long to discover the full power of the provisions....more

Top Ten Ethics & Compliance Predictions and Recommendations for 2015

Get the inside track on the key ethics and compliance industry trends that will impact your business in 2015—and get the resources you need to help you plan for the year ahead—in our annual Top Ten Predictions and...more

Corporate and Financial Weekly Digest - Volume X, Issue 9

In this issue: - Meeting of the SEC Advisory Committee on Small and Emerging Companies - Financial Action Task Force Publishes Updated List of Deficient Jurisdictions - CFTC to Host Roundtable on...more

Is Strict Liability Coming to FCPA Enforcement?

I think that a strict liability standard is coming to Foreign Corrupt Practices Act (FCPA) enforcement. A number of factors have caused me to come to this conclusion. While there may well be wide disagreement as to whether...more

Whistleblower Laws Increasingly Vital for Government Enforcement Efforts

In 2014, a crewman aboard a Japanese cargo ship videotaped the vessel illegally dumping oily waste into the ocean and later turned the tape over to the U.S. Coast Guard. One year later, the resulting $1.8 million penalty for...more

Corporate and Financial Weekly Digest - Volume X, Issue 7

In this issue: - CFTC’s Energy and Environmental Markets Advisory Committee To Hold Meeting - CFTC Announces Members of Market Risk Advisory Committee - NFA Notifies SDs and MSPs of Annual Questionnaire...more

This Week In Securities Litigation

The Commission resolved its actions against the PRC based affiliates of five major accounting firms for failure to produce audit work papers. The settlement contains a series of procedures designed to facilitate production in...more

CFOs Agree to Sarb-Ox Clawback

Two former CFOs have agreed to return nearly a half-million dollars in bonuses and stock sale profits they received while their Silicon Valley software company, Saba Software, was committing accounting fraud. While...more

SEC Files SOX Claw-back Action

The Commission filed a settled administrative proceeding against two former CEOs of Saba Software, Inc. under the Sarbanes-Oxley claw back provisions. The action is based on the fact that the company has announced it will be...more

2015 Trends: #5 Regulatory Enforcement Moves Down Market

While ethics and compliance scandals that implicate brand name companies tend to grab the headlines, smaller organizations have always borne the brunt of regulatory enforcement. Over the years, U.S. Sentencing Commission data...more

Representing Others Before The SEC

Not too long ago, I wrote about the Shareholder Rights Project (SRP) at Harvard Law School, noting that the SRP’s website and correspondence to the Securities and Exchange Commission explicitly stated that the SRP was...more

A Review of Recent Whistleblower Developments

SEC Whistleblower Office 2014 Annual Report Details Rising Number of Tips and Increasing Awards - On November 17, 2014, the U.S. Securities and Exchange Commission (SEC) Whistleblower Office issued its Fiscal Year 2014...more

SEC Plans Concept Release on Audit Committee Disclosures

The Securities and Exchange Commission plans to issue a concept release in early 2015 addressing possible changes in the audit committee disclosures in proxy statements. SEC Chair Mary Jo White disclosed this plan at the...more

What’s Next for COSO’s New Framework?

By now, most companies have begun to transition from The Committee of Sponsoring Organizations of the Treadway Commission (COSO) 1992 Internal Control—Integrated Framework to the updated COSO 2013 framework. In fact, many...more

In Case You Missed It - Interesting Items for Corporate Counsel - November 2014

1.As the year moves to a close, expect lots of chatter about the upcoming 2015 proxy season. Including from us beginning right now. 2.Almost certainly because good corporate governance practices just change so darn...more

Proposed “Fair Fund” for CR Intrinsic Case Stirs Dustup among SEC’s Commissioners

In the right kind of enforcement action, the SEC can take the money it’s generated and set up what’s called a Fair Fund to redistribute that money to harmed investors. But what is the right kind of case? This procedure was...more

Whistleblower Liability: Two Recent U.S. Supreme Court Rulings Could Have Major Implications for Employers

The United States Supreme Court’s 2013-14 docket featured a number of labor and employment law decisions warranting employers’ attention. Media headlines focused mostly on cases dealing with employers’ religious beliefs and...more

Blog: Study Shows Whistleblower Complaints Lead To Increased Penalties And Likelihood Of Enforcement

An academic study, first reported by the WSJ, concludes that, in regulatory enforcement actions brought by the SEC and DOJ alleging financial misrepresentation, employee whistleblowers have a consequential impact on...more

Government's Message to Corporate America — "We Want Your Whistleblowers!"

On September 22, 2014, the Securities and Exchange Commission's (SEC) Office of the Whistleblower announced that it had issued a $30 million bounty payment to a foreign whistleblower. This award is more than double the...more

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