Securities

Recent Posts

Capitol Hill Takes on Executive Compensation and Corporate Governance
Posted on 22 Jun 2010 by Cynthia M. Krus

The current global financial crisis, government bailouts and the ensuing contraction of the credit markets have led to calls for increased regulation and government oversight of Wall Street. The U.S. Senate weighed in on the debate when, on May 20... Read More

Employer Social Media Policies, Cyber Security and Other Web Notes
Posted on 25 Sep 2012 by Kevin M. LaCroix

As the various forms of social media have become increasingly pervasive, employers have struggled with appropriate responses to employees' use of the social media sites. One question in particular that has arisen is the extent to which employers can... Read More

Robert Kennedy, the Travel Act and the FCPA
Posted on 14 Jan 2010 by Thomas Fox

What does Robert Kennedy have to do with the Foreign Corrupt Practices and how has a nearly 50 year old statute aimed at US based organized crime now impacted the FCPA? It turns out quite a bit and perhaps it will be quite a bit more in significantly... Read More

FCPA Reporting-To Whom Does Your CCO Report?
Posted on 16 Jun 2010 by Thomas Fox

There is an ongoing debate in the compliance arena as to whom a Chief Compliance Officer (CCO) should report. Should the CCO report to the Board of Directors or appropriate Board committee such as an Audit Committee or Compliance Committee? Or can... Read More

An Effective FCPA Compliance Program-Thoughts of Lanny Breuer
Posted on 3 Jun 2010 by Thomas Fox

At the recent Compliance Week 2010 Annual Conference one of the issues discussed by Assistant Attorney General, for the Criminal Division of the US Department of Justice, Lanny Breuer, was what the Department of Justice (DOJ) might consider as an "effective... Read More

Dodd-Frank, The SEC and Corporate Governance
Posted on 4 Aug 2010 by Thomas O. Gorman

The federal securities laws have traditionally focused largely on disclosure, leaving corporate governance to state law. Nevertheless, Dodd-Franks expands the Commission's role in corporate governance in three key areas. This is consistent with... Read More

Frequency Becoming Focus of Say on Pay Battle
Posted on 19 Nov 2010 by Gary Larkin

The battle over advisory Say on Pay votes at public companies, which will be in full force this spring, is coming down to frequency, rather than what's in the plans themselves. In the last week alone, the topic has been hotly debated in a Governance... Read More

Who Blows the Whistle on Corporate Fraud?
Posted on 29 Apr 2010 by Doug Cornelius

It takes a village. Alexander Dyck , Adair Morse , and Luigi Zingales found that fraud detection does not rely on standard corporate governance actors. Instead they found that employees, short sellers and analysts are the top sources in uncovering... Read More

Is CSR Finally Getting its Due in the Boardroom?
Posted on 22 Feb 2011 by Gary Larkin

There is an acronym that has finally bubbled up to the boardroom: CSR, as in corporate social responsibility. And one of the reasons it is finally being taken seriously, or getting past the lip service phase, is that companies are discovering there... Read More

Triennial, Annual Favorites for Say on Pay Frequency Vote
Posted on 12 Jan 2011 by Gary Larkin

Triennial, biennial, or annual. What will it be? That's the question public companies will be answering this coming proxy season when it comes to the frequency of Say on Pay votes, as required by the Dodd-Frank Act. The early returns are mixed... Read More

SEC Commissioner Stein on “Short-Termism” and Corporate Boards
Posted on 4 May 2015 by Thomas O. Gorman

Two issues of continued importance to shareholders and the U.S. capital markets were recently discussed by SEC Commissioner Kara Stein. One the Commissioner called “short-termism” while the other focuses on the composition of corporate boards... Read More

Be the Mayor, not the Sheriff
Posted on 11 Aug 2010 by Doug Cornelius

Are you getting in the way or helping to move your organization forward? Inevitably, compliance professional will need to step in and stop an activity or start a discipline process for someone who broke the rules. That does not have to be the primary... Read More

Worth Reading … Say on Pay, CD&A Guidance
Posted on 16 Feb 2011 by Gary Larkin

As public companies and shareholders gear up for the first big wave of SEC-required advisory votes on executive compensation, the frequency of such votes and golden parachute compensation plans in the wake of the Dodd-Frank Act, the search goes on... Read More

Chamber, SEC May Sow the Seeds for Corporate Governance Compromise
Posted on 9 Mar 2011 by Gary Larkin

For those of you who spend a great deal of time preparing the myriad of filings for regulators and/or board meetings there were two news events worth noting last week. The U.S. Chamber of Commerce called for new corporate governance standards that... Read More

The FCPA and Tone at the Top
Posted on 23 Jul 2010 by Thomas Fox

Both the US Sentencing Guidelines and the Organization for Economic Co-operation and Development (OECD) Good Practice Guidance on Internal Controls, Ethics, and Compliance consider one of the key items for a best practices compliance program to be... Read More

  • Blog Post: Robert Kennedy, the Travel Act and the FCPA

    What does Robert Kennedy have to do with the Foreign Corrupt Practices and how has a nearly 50 year old statute aimed at US based organized crime now impacted the FCPA? It turns out quite a bit and perhaps it will be quite a bit more in significantly widening the scope of the FCPA. Robert Kennedy’s...
  • Blog Post: Effective Compliance Training

    “Conducting effective training programs” is listed in the 2005 Federal Sentencing Guidelines as one of the factors the Department of Justice will take into account when a company accused of an Foreign Corrupt Practices Act (FCPA) violation is being evaluated for a sentence reduction. The...
  • Blog Post: FCPA Sentencing Box Score

    Tfoxlaw is an avid baseball fan. As a child, he was taught how to keep score at professional baseball games by his Grandfather. This had two effects. The first was immediate; it kept him quiet at ballgames. The second is more long term; he continues to keep score at baseball games up to the present....
  • Blog Post: So You Want To Buy a Business: The Role of the FCPA in International Acquisitions

    The recession has lessened and all that cash your Company has been hoarding for the rainy days of the Obama years is burning a whole in your CEO’s pocket. He has his powder dry and is ready to make a big bang by going on a buying spree, targeting overseas entities, to beat the competition in coming...
  • Blog Post: Change in the Wind for FCPA Ethics and Compliance Programs?

    Thomas Fox, Esq. On January 21, 2010, the United States Sentencing Commission (USSC) proposed amendments to the Federal Sentencing Guidelines . These proposed changes included several which are used as the basis for the consideration of penalties for companies which violate the Foreign Corrupt...
  • Blog Post: Who Blows the Whistle on Corporate Fraud?

    It takes a village. Alexander Dyck , Adair Morse , and Luigi Zingales found that fraud detection does not rely on standard corporate governance actors. Instead they found that employees, short sellers and analysts are the top sources in uncovering corporate fraud. The three researchers studied...
  • Blog Post: Real Estate, Trial Lawyers and FCPA Compliance

    What do real estate, trial lawyers and Foreign Corrupt Practice Act (FCPA) compliance have in common? One of the maxims you hear about the real estate business, even in the depressed market over the past 18 months, is that the three most important things are: (1) location, (2) location and (3) location...
  • Blog Post: Book Review: Money for Nothing

    The subtitle of Money for Nothing lets you know what's coming: How the Failure of Corporate Boards Is Ruining American Business and Costing Us Trillions . If you've had your pitchfork and torch at the ready for a march on corporate malfeasance, then this is the book for you. John Gillespie...
  • Blog Post: Lanny Breuer Addresses Corporate Ethics and Compliance at Compliance Week

    Assistant Attorney General for the Criminal Division of the U.S. Department of Justice (DOJ), Lanny Breuer gave the final day's keynote speech at the Compliance Week 2010 Conference . Many of his remarks were directed at the ethics and compliance professionals who attended the event. He confirmed...
  • Blog Post: An Effective FCPA Compliance Program-Thoughts of Lanny Breuer

    At the recent Compliance Week 2010 Annual Conference one of the issues discussed by Assistant Attorney General, for the Criminal Division of the US Department of Justice, Lanny Breuer, was what the Department of Justice (DOJ) might consider as an "effective compliance and ethics program"...
  • Blog Post: Free WebCast Featuring Harvey Pitt, Former SEC Chairman, June 30, 12 PM ET

    Martindale-Hubbell will host a one-hour interactive webcast on June 30 (12 PM ET) featuring Harvey Pitt, former chairman of the Securities and Exchange Commission, and current CEO, Kalorama Partners, LLC, discussing Life of the Lawyer in Current Markets: Anticipating Your Client's Next Crisis . Topics...
  • Blog Post: FCPA Reporting-To Whom Does Your CCO Report?

    There is an ongoing debate in the compliance arena as to whom a Chief Compliance Officer (CCO) should report. Should the CCO report to the Board of Directors or appropriate Board committee such as an Audit Committee or Compliance Committee? Or can a CCO report to a company's General Counsel ...
  • Blog Post: Capitol Hill Takes on Executive Compensation and Corporate Governance

    The current global financial crisis, government bailouts and the ensuing contraction of the credit markets have led to calls for increased regulation and government oversight of Wall Street. The U.S. Senate weighed in on the debate when, on May 20, 2010, it passed the Restoring American Financial...
  • Blog Post: The FCPA and Tone at the Top

    Both the US Sentencing Guidelines and the Organization for Economic Co-operation and Development (OECD) Good Practice Guidance on Internal Controls, Ethics, and Compliance consider one of the key items for a best practices compliance program to be the appropriate "Tone at the Top." The...
  • Blog Post: Dodd-Frank, The SEC and Corporate Governance

    The federal securities laws have traditionally focused largely on disclosure, leaving corporate governance to state law. Nevertheless, Dodd-Franks expands the Commission's role in corporate governance in three key areas. This is consistent with the impact of the legislation on the SEC's Enforcement...
  • Blog Post: How Does Your Hotline Compare?

    Does your hotline ring off the hook with complaints? Is it silent? Are the complaints mostly that the employee thinks his boss is a jerk? The Network and BDO Consulting published their 2010 Corporate Governance and Compliance Hotline Benchmarking Report. The 2010 report provides an analysis of...
  • Blog Post: Be the Mayor, not the Sheriff

    Are you getting in the way or helping to move your organization forward? Inevitably, compliance professional will need to step in and stop an activity or start a discipline process for someone who broke the rules. That does not have to be the primary focus of the your job, or the compliance profession...
  • Blog Post: Congressional Overhaul of the Derivatives Market in the United States

    by Edward G. Eisert, Lawrence B. Patent, Gordon F. Peery and Charles R. Mills The primary objectives of Dodd-Frank are to bring about greater transparency and to enable regulators to better manage individual counterparty and broader systemic risks inherent in the OTC derivatives market. The Dodd...
  • Blog Post: New York Stock Exchange and Corporate Governance

    Last week, the NYSE Euronext released the final report of the NYSE-sponsored Commission on Corporate Governance . The report identified 10 core governance principles. They cover the scope of the board's authority, management's responsibility for governance and the relationship between shareholders'...
  • Blog Post: Basel Report on Corporate Governance Better Read for Boards Than Standards

    As world leaders prepare for the G-20 Summit in Seoul, South Korea, Nov. 11-12, the Basel III capital reform plan will be a big part of the discussion as countries continue to figure out how to best deal with fallout from the 2008-2009 financial crisis. While those international banking reforms that...
  • Blog Post: Board Trends Survey

    The executive search firm Spencer Stuart recently released its annual study of the state of corporate governance among the S&P 500 ( H/T BusinessWeek/Bloomberg ). The 2010 Spencer Stuart study includes information on a host of issues including board size and composition, governance practices and...
  • Blog Post: Frequency Becoming Focus of Say on Pay Battle

    The battle over advisory Say on Pay votes at public companies, which will be in full force this spring, is coming down to frequency, rather than what's in the plans themselves. In the last week alone, the topic has been hotly debated in a Governance Center Directors' Institute Roundtable...
  • Blog Post: Board Diversity Progress Measured by Calendar, Not Clock

    Let's face it. Real progress can't be measured in seconds, minutes or days. When it comes to diversity of public company boards, you would be looking at years or decades. If progress is defined as moving forward to another phase, then U.S. public companies may actually be making some progress...
  • Blog Post: Some More Top Issues Lists for 2011

    With the first week of the New Year just about over, I have come upon three more top issues lists for directors and management in 2011. Consider this an addendum to my Dec. 21 post . One list comes from the very prolific and opinionated Norman Marks of the Institute of Internal Auditors, a thought...
  • Blog Post: Triennial, Annual Favorites for Say on Pay Frequency Vote

    Triennial, biennial, or annual. What will it be? That's the question public companies will be answering this coming proxy season when it comes to the frequency of Say on Pay votes, as required by the Dodd-Frank Act. The early returns are mixed as an analysis of proxies filed by Dec. 30 done...