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Subsidiaries Securities & Exchange Commission

The Case Of The Wholly Owned, But Not Totally Held, Subsidiary That May Or May Not Be 100% Owned

by Allen Matkins on

When someone says that a subsidiary is “wholly owned”, I believe that the common understanding is that the parent company owns all of the issued and outstanding equity of the subsidiary. What if the statement is that the...more

Five on Friday – Five Recent Developments that We’ve Been Watching Closely

It’s Friday and time for another overview of developments in the field of business and human rights that we’ve been monitoring. This week’s post includes: expected efforts by the U.S. Congress to repeal the Securities...more

SEC Issues Interpretive Guidance for Up-C Structures Permitting Holding Period Tacking under Rule 144 for Unit-for-Share Exchanges

by Ropes & Gray LLP on

On November 1, 2016, the staff of the Securities and Exchange Commission (the “SEC”) issued interpretive guidance concluding that in Up-C structures the holding period of LLC units or other partnership interests (the “OP...more

SEC Charges Executive With Fraud in HP Acquisition

by Dorsey & Whitney LLP on

The SEC filed an action against the CEO of a U.S. subsidiary of a U.K firm who implemented a financial fraud at the behest of his superiors. The firm was eventually sold to a U.S. public company at an inflated price based on...more

Landmark SEC Decision Cites Compliance, Diligence in Decision Not to Prosecute FCPA Violations

by NAVEX Global on

In a remarkable affirmation of the value of robust compliance and due-diligence programs, the Securities and Exchange Commission last month announced that it would not prosecute a U.S. company for potential violations of the...more

SEC Cracks Down on Charitable Contributions under the FCPA - Best Practices In Light of Recent SEC Enforcement

by King & Spalding on

For the first time, the Securities and Exchange Commission has brought an FCPA enforcement action premised entirely on a one-time charitable contribution. On September 20, 2016, the SEC announced a settled FCPA...more

Lessons Learned from Nu Skin

by Morgan Lewis on

The enforcement action against manufacturer Nu Skin Enterprises highlights the risks of making charitable donations in high-risk countries without conducting meaningful anticorruption due diligence....more

GSK Settles FCPA Charges with SEC

by Dorsey & Whitney LLP on

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

Lack of Due Diligence Re China Sub Yields FCPA Charges for Parent

by Dorsey & Whitney LLP on

Doing business in high risk areas of the world requires additional diligence to avoid corruption issues. The SEC’s latest FCPA settlement is an example of an action where the parent company took proactive steps, but they...more

Structured Thoughts: News for the financial services community, Volume 7, Issue 9

Updating Unregistered Structured Note Programs: How Frequently? - For some types of securities offering programs, we have “black letter law” that instructs issuers how frequently the program documentation should be...more

Top Ten International Anti-Corruption Developments for July 2016

by Morrison & Foerster LLP on

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments from the past month, with links to primary...more

Structured Thoughts: News for the financial services community, Volume 7, Issue 7

Financing Subsidiaries and SEC Registration - As readers of this publication know, in order to address the expected new U.S. regulatory capital requirements, a number of U.S. bank holding companies have been creating new...more

Novartis Agrees to Settle Bribery Charges Against Chinese Subsidiaries for $25 Million

by Ropes & Gray LLP on

On March 23, 2015, Swiss-based pharmaceutical company Novartis AG (“Novartis”) reached a civil settlement with the United States Securities and Exchange Commission (“SEC”) for violating the internal controls and books and...more

SEC Approves Proposed Change to Exempt “Early Stage Companies” from the NYSE’s Shareholder Approval Requirement for Issuances to...

The NYSE Listed Company Manual contains a number of rules requiring a listed company to obtain shareholder approval for certain issuances of securities, which rules are often referred to as the “20% rule” or “shareholder...more

Blog: SEC Seeks Comment On Effectiveness Of Reg S-X Rules That Require Disclosure About Entities Other Than The Reporting Company

by Cooley LLP on

The SEC is requesting comment on certain Reg S-X rules as part of its Disclosure Effectiveness Project. The request relates specifically to the financial disclosure requirements in Reg S-X that require public reporting...more

SEC Settles FCPA Action With Hitachi

by Dorsey & Whitney LLP on

The SEC filed a settled FCPA books and records and internal controls action centered on a firm which used a subsidiary partially owned by a foreign political party to influence the award of government contracts. Specifically,...more

SEC Sanctions Senior Executives Of Failed Clearing Broker

On September 17, 2015, the SEC announced charges against several senior executives of Penson Financial Services Inc., once the second-largest clearing broker-dealer in the country, and its parent corporation, Penson...more

Former SAP Exec Pleads Guilty to FCPA Violations

by Morrison & Foerster LLP on

On August 12, 2015, Vincente Garcia (former head of Latin American sales for SAP International, Inc.) pleaded guilty in federal court in San Francisco to violations of the Foreign Corrupt Practices Act (FCPA). In addition to...more

SEC finalizes CEO Pay Ratio Rules

by McGuireWoods LLP on

As noted in this McGuireWoods alert, the SEC recently finalized the CEO pay ratio disclosure requirements under Section 953(b) of the Dodd Frank Act. The biggest piece of news in connection with the final rules is the delayed...more

Goodyear Settles SEC FCPA Charges

by Dorsey & Whitney LLP on

Goodyear Tire and Rubber Company settled FCPA books and records and internal control charges with the SEC. The settlement reflects the extensive cooperation and remedial efforts of the company. In the Matter of Goodyear Tire...more

Goodyear’s Settlement with the SEC Emphasizes the Importance of FCPA Due Diligence in M&A Transactions and of Having a Robust...

On February 24, 2015, Goodyear Tire & Rubber Co. agreed to pay more than $16 million to settle charges that two of its subsidiaries allegedly paid $3.2 million in bribes that generated $14,122,535 in illicit profits. The SEC...more

FCPA Compliance and Ethics Report-Episode 122-with Matt Kelly on Alstom, Avon and Petrobras

by Thomas Fox on

In this episode, Compliance Week Editor-in-Chief Matt Kelly and I discuss the Avon and Alstom FCPA enforcement actions and then take a look at the ongoing Petrobras corruption scandal and what it means for Brazil. ...more

Byzantium and the Alstom FCPA Settlement – Part III

by Thomas Fox on

Porphyry is a type of stone that was much favored in the Roman world. In a review of several books in the New York Review of Books, entitled “The Purple Stone of Emperors”, Peter Brown looked into the history of the lithic in...more

FCPA Compliance and Ethics Report-Episode 117-the Avon FCPA Enforcement Action

by Thomas Fox on

In this episode I take a deep dive into the recent concluded Avon FCPA enforcement action. ...more

The Avon FCPA Settlement, Part II

by Thomas Fox on

I am back from my holiday break and am looking forward to many good ideas for blogs in the coming year. However before we get to 2015, I have to finish out some matters from 2014. Today I continue my look at the Avon Foreign...more

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