M&A Due Diligence: The Diligence Process (Part 2)

This post is part two of our series exploring various aspects of due diligence in the context of a merger and acquisition (M&A) transaction. Our prior post discussed M&A due diligence generally and its objectives . This post will focus on the due diligence process. Due diligence is routinely...

Fifth Circuit on Lozada, due diligence: Rodriguez-Manzano v. Holder

"Rodriguez-Manzano argues that the BIA abused its discretion by denying his motion for reconsideration as well. The BIA concluded, and the government conceded at oral argument, that Rodriguez-Manzano had complied with Lozada by the time he filed his second motion to reopen. The BIA nevertheless...

How Charles Ponzi Can Inform Your Compliance Program

Yesterday, I used some of the wisdom from current CIA Director General David Petraeus to suggest how senior management might move forward with a compliance program. Today I will use a very different individual to help inform your third party due diligence, Charles Ponzi. My colleague Tracy Coenen...

M&A Due Diligence: Assembling Your Team And The Due Diligence Request List (Part 3)

This post is part three of our series exploring various aspects of due diligence in the context of a merger and acquisition (M&A) transaction. Our prior posts discussed M&A due diligence generally and its objectives and described the due diligence process . This post will focus on assembling...

OCEG on Third Party Anti-Corruption Due Diligence

My grandfather was a comic book collector. He collected all kinds and types of comics, from super-heroes to the Archie series. One of the series that he collected that I still think about from time-to-time was Classics Illustrated. Classics Illustrated was a comic book series featuring adaptations...

M&A due diligence: Responding to a due diligence request list (part 4)

This post is part four of our series exploring various aspects of due diligence in the context of a merger and acquisition (M&A) transaction. Our prior posts discussed M&A due diligence generally and its objectives , described the due diligence process and outlined considerations when assembling...

Regulatory Challenges Regarding Self-Insured Groups: Failures Prompt New Regulation

By John Stahl, Esq. An April 2012 International Association of Industrial Accident Boards and Commissions (IAIABC) report entitled “ Self-Insured Groups for Workers’ Compensation: Effective Regulatory Strategies ” on obtaining workers’ compensation coverage through a Self-Insured...

Regulatory Challenges Regarding Self-Insured Groups: Failures Prompt New Regulation

By John Stahl, Esq. An April 2012 International Association of Industrial Accident Boards and Commissions (IAIABC) report entitled “ Self-Insured Groups for Workers’ Compensation: Effective Regulatory Strategies ” on obtaining workers’ compensation coverage through a Self-Insured...

Running the Big Con in DC: Lessons for the FCPA Compliance Practitioner

Most people have seen the movie " The Sting ", starring Robert Redford and Paul Newman, which tells the story of an older con man, Newman, who shows a younger man, Redford, how to run 'the big con' on a gangster played by Robert Shaw. It was fiction. However, on the front page of the...

M&A due diligence: The review and results (part 5)

This post is part five of our five part series exploring various aspects of due diligence in the context of a merger and acquisition (M&A) transaction. Our prior posts discussed M&A due diligence generally and its objectives , described the due diligence process , outlined considerations when...

Hedge Fund Liability for Inadequate Due Diligence

Due diligence is not just for the buyer, auditor, or investor anymore. It is for everyone, including the hedge fund investing in sub-hedge funds. One court recently found a hedge liable for failing to conduct adequate due diligence and then misrepresenting to its investors the amount of due diligence...

Chadbourne’s Quarterly FCPA Report – The importance of pre-acquisition due diligence

There are several law firms which put out annual, semi-annual and quarterly reports on the Foreign Corrupt Practices Act (FCPA). One recent report is the Compliance Quarterly, Spring 2012 Report by Chadbourne & Parke LLP. Rather than compiling a list of cases with highlights and lessons learned for...

Send Lawyers, Guns and Money - Some Steps Law Firms Should Consider

One of my favorite lawyer songs is the Warren Zevon classic " Lawyers, Guns and Money ". I was reminded of that song when I sat on a panel on Wednesday with Dan Chapman and Mike Volkov, where we discussed recent enforcement actions and due diligence under the Foreign Corrupt Practices Act ...

Sweet Caroline’s Excellent Adventure…..and a Lack of Due Diligence in Delaware as It Relates to Section 2311 Liability

I heard from Fred Freibott last evening with a recent case involving Section 2311 contractor liability. Since friends don't let friends remain ignorant of the law as to Section 2311, I thought I owed y'all a post. The case is Gregory Otter v. Green-Light Solutions, LLC, East Wind Enterprises...

What Is Due Diligence?

What is due diligence? When did due diligence begin? What does it really mean to perform due diligence? Further, how do you tie the information that you obtain in the due diligence process into your ongoing compliance program? I thought about those questions in the context of two very different types...

EPA Allows New Standard for Conducting Environmental Due Diligence

On August 15, 2013, the United States Environmental Protection Agency (EPA) published a proposed and "direct final" rule that expands the options available to parties seeking to qualify for certain defenses to liability under Superfund and other laws. This change will provide prospective purchasers...

Due Diligence: Past, Present and Future

Released 40 years ago this month, the Al Stewart album Past Present and Future was a departure from his earlier folk based work. In this album, Stewart focused on historical themes. I was particularly drawn to two long songs, “Roads To Moscow” which is Stewart’s tribute to the Russian...

Texas Court Holds No Duty to Defend Under Mortgage Broker E&O Policy

In its recent decision in AXIS Surplus Lines Ins. Co. v. Halo Asset Management , LLC, 2013 U.S. Dist. LEXIS 139065 (N.D. Tex. Sept. 27, 2013) [ enhanced version available to lexis.com subscribers ], the United States District Court for the Northern District of Texas had occasion to consider whether an...

Preparing for Exit: Will Your Environmental Liability Disclosures Comfort a Buyer?

The following post is provided by our guest author, Graham Crockford from TRC Environmental Corporation. Graham can be reached at gcrockford@trcsolutions.com . Our firm is often retained to assist companies evaluate environmental risk/liabilities during acquisitions and divestitures. Whether a company...

Life Cycle of Third Party Management – Step 3: Due Diligence

Most companies fully understand the need to comply with the Foreign Corrupt Practices Act (FCPA) Act regarding third parties as they represent the greatest risks for an FCPA violation. However most companies are not created out of new cloth but are ongoing enterprises with a fully up and running business...

CompPharma Is Bearish on Compound Drugs

Prescriber beware! That’s the takeaway message from a recent white paper, “Compounding is Confounding Workers’ Compensation” authored by representatives of CompPharma’s member Pharmacy Benefit Managers. Their research looks at the cost, safety and efficacy of compound drugs...

What to Consider Before Buying a Business

by Donna Ray Berkelhammer Buying an existing business can be exhilarating and frightening all at once. It is important to find out as much about the business, its operations and finances as possible before purchase. Typical asset purchase agreements give a set period of time for investigation (often...

Working With Third Parties in the Due Diligence Process

On this day we celebrate the 1607 founding of the English colony at Jamestown. While credited with being the first English colony in what became America, it’s probably more accurate to refer to it as the first permanent English colony that survived for any length of time. The largely male colonists...

Citibank: Multiple Failure of Compliance as the Hammer Drops

What is the cost of the failure to perform appropriate due diligence on a regular basis? What red flags should you look for when considering doing business with a customer, party in the sales channel or entity in the supply chain? All of these questions and more continue to swirl around Citigroup and...

SEC Charges E*Trade Subs: When Is the Due Diligence Sufficient?

Having the correct compliance procedures in place can often be critical. The SEC and the DOJ have repeatedly emphasized this in FCPA cases. Conducting due diligence can be equally critical. For gatekeepers such as lawyers, accountants and brokers, conducting appropriate due diligence can mean the difference...