Among the many innovations introduced in the massive Dodd-Frank Wall Street Reform and Consumer Protection Act
enacted this past July are the new whistleblower provisions, designed to
encourage employees and others to report securities law violations...
Yes, for private investment funds, the general partner is
generally considered an investment adviser under the Investment Adviser Act.
Let's start with the definition of an investment adviser
from the Investment Advisers Act:
In a Whitepaper entitled " Restoring Balance-Proposed
Amendments to the Foreign Corrupt Practices Act ", authors Andrew
Wiessmann and Alixandra Smith, writing on behalf of the US Chamber
Institute for Legal Reform who recently proposed amending...
Whistleblowing is considered the most effective method of detecting large corporate frauds. For example, Cynthia Cooper and Sharon Watkins are famous whistleblowers who spilled the beans on the frauds at WorldCom and Enron, respectively. Unfortunately...
With the first national elections in the post Citizen's
United era all but over, The Conference Board Governance Center is looking
ahead to the 2012 presidential election as it released the groundbreaking Handbook on Corporate Political Activity...
Yesterday, on November 1, 2010, the proposed changes in
the US Sentencing Guidelines became effective. This post will highlight
the changes and what they may import for the FCPA compliance professional. The
US Sentencing Guidelines are used in the...
Dodd-Frank has been described as the most comprehensive
overhaul of the financial regulatory system since the great depression. Since
it was crafted to address the most significant market crisis since the one
which spawned the Federal Securities Laws...
LONDON, 2 November 2010 - Management boards and general counsel are urged to
revaluate the remit of their legal teams in a thought-provoking new report, "The
Profitable Legal Department: How legal departments can prosper by generating
If you are bringing or defending a derivative action in
North Carolina, you may have to look to the law of another state to determine
whether a pre-filing demand on the board of directors to pursue the claim is a
prerequisite and whether there are...
The SEC settled with four of five former City of San
Diego officials in its action centered on fraud in connection with the sale of
municipal bonds. SEC v. Uberuaga , Civil Action No. 08 CV 0621 (S.D. Cal.
April 7 2008) ( previously
Last week, William Cohan published a great article on irrational Wall Street compensation in the New York Times. He begins: "For the life of me, I can't figure out why Wall Street bankers, traders and executives get paid so much money year after...
When an investment adviser is designing its policies and
procedures you need to identify the risks for their firm so they address those
risks. A big risk is missing an applicable requirement under the regulatory
scheme. So you sit down with the regulations...
The internet has been
alight the past few days with talk of time travel due, as the Huffington Post
so astutely notes ,
not to the 25 th Anniversary of Back to the Future , but to supposed
video of a woman speaking on a cell phone in the background...
As we have previously
discussed here , the Securities and Exchange Commission's Asset
Management Unit has been investigating whether hedge fund managers overvalue
illiquid assets so as to generate higher management fees. Most recently, on
We were recently introduced to Fraud Examiner Expert Tracy Coenen , in her
book " Expert Fraud Investigation: A Step-By-Step Guide " she details the
steps a company should go through in performing a fraud investigation. Coenen
I just sat down with a fresh cup of coffee from Green
Mountain Coffee Keurig brewer. The smell of coffee mixed with stench of
compliance failures coming from Green Mountain Coffee Roasters, Inc.
You know there is trouble when Sam Antar, the convicted...
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...
The Securities and Exchange Commission's Asset Management
Unit has been investigating whether hedge fund managers have overvalued assets
in "side pockets" and then charged investors higher fees based on those
inflated values. A side pocket...
In a White Paper released today by the US Chamber
Institute for Legal Reform, entitled " Restoring
Balance-Proposed Amendments to the Foreign Corrupt Practices Act ",
authors Andrew Wiessmann and Alixandra Smith argue that the time is ripe...
In a series of posts, I have been exploring the
"nuts and bolts" of D&O insurance. In this post, the seventh in
the series, I examine the perennial questions of limits selection and program
structure - that is, how much insurance is enough...
Among the many cases filed as part of the subprime
litigation wave are the numerous cases filed on behalf of holders of
mortgage-backed securities against the firms that issued the securities. In
many of these cases, the plaintiffs have not alleged...
This posting concludes my comparion of Delaware, Nevada
and Wyoming business-related legislation. In this posting I draw conclusions
about where one should actually consider registering the business.
Generally, a company has to register in every state...
As has now become a familiar routine, this past Friday
night the FDIC took
control of several more commercial banks . The seven additional banks seized
on Friday bring the year to date total number of failed banks to 139, and the
total since January...
The "classical theory" of insider trading targets "a
corporate insider's breach of duty to shareholders with whom the insider
transacts[, and the] misappropriation theory outlaws trading on the basis of
nonpublic information by a...
In an article entitled, " Risks and Rewards of an
Independent Investigation " in the October 2010 issue of the ACCDocket , authors James McGrath and David Hildebrandt discuss the use of specialized
outside counsel to lead an independent internal...