News & Analysis as of

Books & Records

Allen Matkins

Do Ineffective Internal Controls Expand A Shareholder's Right Of Inspection?

by Allen Matkins on

Section 1601 of the California Corporations Code establishes a shareholder's right to inspect the "accounting books and records and minutes of proceedings of the shareholders and the board and committees of the board". A...more

Sheppard Mullin Richter & Hampton LLP

Security Tokens — A Superior Platform for Securities Holding and Trading

The use of digital securities or security tokens has coincided with the explosion of crypto-currencies and efforts to establish Internet-traded coins or tokens with utility as a form of currency. Lost amidst the enthusiasm...more

Skadden, Arps, Slate, Meagher & Flom LLP

‘Partial and Elliptical Disclosures’ May Preclude Corwin Doctrine

Under Corwin v. KKR Financial Holdings LLC1 and its progeny, “when disinterested, fully informed, uncoerced stockholders approve a transaction absent a looming conflicted controller,” the irrebuttable business judgment rule...more

Foodman CPAs & Advisors

Los titulares de Moneda Virtual (MV) NECESITAN MANTENER REGISTROS

by Foodman CPAs & Advisors on

La Sección 6001 del Código de Rentas Internas requiere que los Contribuyentes mantengan libros y registros adecuados. Mantener libros adecuados y buenos registros de la MV ayudará al Contribuyente a...more

Foodman CPAs & Advisors

Virtual Currency (VC) Holders NEED to KEEP RECORDS

by Foodman CPAs & Advisors on

Internal Revenue Code Section 6001 requires Taxpayers to maintain adequate books and records. Keeping adequate VC books and good records will assist a Taxpayer to...more

Weiner Brodsky Kider PC

New Jersey Consumer Protection Division Settles Securities Law Investigation

by Weiner Brodsky Kider PC on

On October 5, 2018, a Minneapolis financial firm with branch offices in New Jersey agreed to settle an investigation into the sale of alternative investments conducted by the New Jersey Division of Consumer Affairs. As part...more

Farrell Fritz, P.C.

At Least I Still Have My Rights of Inspection

by Farrell Fritz, P.C. on

Perhaps it’s because I’ll be speaking on the topic later this week, or perhaps it’s because of a recent post on another one of our blogs, but shareholder rights of inspection have been on the mind of late....more

Farrell Fritz, P.C.

Accounting Unchained: Is the Closely Held Business Owner’s Right to an Accounting Absolute?

by Farrell Fritz, P.C. on

Let’s face it. In business divorce, the accounting cause of action doesn’t get a lot of love. It’s not as sexy as the torts (conversion, breach of fiduciary duty, waste, etc). It lacks the oomph of judicial dissolution....more

Brownstein Hyatt Farber Schreck

California Governor Signs Two New Bills That Will Spur More Blockchain and Cryptocurrency Innovation

On Sept. 28, 2018, California Gov. Jerry Brown signed into law Senate Bill (“SB”) 838 and Assembly Bill (“AB”) 2658, which together will spur more innovation in and adoption of blockchain and cryptocurrency technologies. More...more

Jones Day

Dawn Raid Derailment—A Cautionary Tale

by Jones Day on

The Development: The European Commission ("Commission") issued a preliminary finding that ZSSK, Slovakia's state-owned railway, obstructed a dawn raid ("inspection") and infringed its obligation to comply with...more

Holland & Knight LLP

DOJ Issues New Guidance on Necessity and Selection of Corporate Monitors

by Holland & Knight LLP on

• Assistant Attorney General Brian A. Benczkowski's recent Memorandum on "Selection of Monitors in Criminal Division Matters" provides new direction to U.S. Department of Justice (DOJ) prosecutors regarding when to require...more

Holland & Knight LLP

Petrobras Agrees to Pay More Than $1.8 Billion for Facilitating FCPA Violations

by Holland & Knight LLP on

• Four years ago, Brazilian authorities began Operation Car Wash, a wide-ranging and still ongoing corruption and money laundering investigation that has spanned 11 countries. • The fallout continues with a recent U.S....more

Farrell Fritz, P.C.

Inspection Rights, Oral Operating Agreements, and Other Pop-Diva Delights

by Farrell Fritz, P.C. on

Over the last several years, the books-and-records proceeding and its corresponding shareholder rights of inspection seem to have entered a bit of renaissance period in the courts. ...more

Thomas Fox

Astros Heading to Back-to-Back as DOJ Announces New Monitor Policy

by Thomas Fox on

In a Corporate Compliance and Enforcement (PCCE) conference speech last week, at the NYU School of Law Program, Assistant Attorney General Brian Benczkowski announced that the Department of Justice’s (DOJ’s) criminal division...more

Pillsbury Winthrop Shaw Pittman LLP

California’s New Law on Corporate Blockchain Use

Legislation allows corporations to use blockchain technology to record stock issuance and transfers. A new California law will allow certain corporations to use blockchain technology for certain corporate records; privately...more

Thomas Fox

Stryker FCPA Enforcement Action: Compliance Lessons For Distributors and Dealers – Part II

by Thomas Fox on

Over this two-part blog post series, I have been considering the Stryker Corporation 2018 Foreign Corrupt Practices Act (FCPA) enforcement action brought by the Securities and Exchange Commission (SEC)....more

Thomas Fox

Stryker FCPA Enforcement Action: Compliance Lessons For Distributors and Dealers – Part I

by Thomas Fox on

Last month, Stryker Corporation joined a rather ignominious list of recidivists under Foreign Corrupt Practices Act (FCPA) enforcement annuls....more

Norris McLaughlin, P.A.

Prosecutors Are Rarely Interested in Business “Theft” Cases

by Norris McLaughlin, P.A. on

Many business divorce cases start because one partner is improperly taking money from the business. Such behavior can come in many different forms, including a majority shareholder wildly overcompensating himself, running...more

Akin Gump Strauss Hauer & Feld LLP

Red Notice Newsletter - September 2018

ANTICORRUPTION DEVELOPMENTS - Petrobras Settles with U.S. Authorities Over Alleged FCPA Violations - On September 27, 2018, the U.S. Department of Justice (DOJ) and the Securities and Exchange Commission (SEC)...more

Michael Volkov

Stryker Suffers “Strike Two” and Settles SEC FCPA Case

by Michael Volkov on

Stryker Corporation has suffered a second FCPA enforcement action, and will now bear the stigma of FCPA “recidivist.” In reaching a settlement with the SEC and agreeing to pay a $7.8 million civil penalty, Stryker will now...more

Dentons

Practical application of distributed ledger technology: Maintaining corporate records on the blockchain

by Dentons on

Distributed ledger technology (DLT) has attracted widespread interest because of its potential as a transformative force across diverse industries. While there are a number of practical uses for DLT, (see our recent on DLT...more

Shearman & Sterling LLP

District Of Delaware Finds Successful Section 220 Action Tolled Claims For Alleged Mismanagement

by Shearman & Sterling LLP on

On September 4, 2018, Judge Leonard P. Stark of the United States District Court for District of Delaware ruled that a shareholder’s separate Section 220 action for books and records tolled claims against the managing...more

Michael Volkov

Sanofi Coughs Up $25 Million to Settle SEC FCPA Charges

by Michael Volkov on

Well, add another pharmaceutical company to the FCPA healthcare “sweep.” Frankly, the term “sweep” makes it sound like a coordinated enforcement effort – instead, it is more accurate to think of it as multiple prosecutions...more

Michael Volkov

Legg Mason Pays $34 Million to Resolve SEC’s Libyan FCPA Investigation

by Michael Volkov on

Legg Mason can finally close its books on the Gaddafi-era, Libyan bribery scandal. In June 2018, Legg Mason entered into a non-prosecution agreement with the Justice Department and agreed to pay $32 million for its role in...more

Morris James LLP

Delaware District Court Explains Tolling Based on Books and Records Inspection

by Morris James LLP on

Norman v. Elkin, C.A. No. 06-005-LPS (D. Del. Sept. 4, 2018) - Litigation seeking to inspect a corporation’s records under Section 220 of the DGCL might toll the statute of limitations for certain claims under the right...more

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Updates to This Policy

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