Just how important is "Tone at the Top"? Conversely, what
does it say to middle management when upper management practices the age old
parental line of "Don't do as I act; Do as I say"? We wondered about this
age old question...
On Friday, Hewlett-Packard fired its CEO because he
violated the company's code of conduct. Mark Hurd had submitted inaccurate
That sounds like a good message from the Board. Anyone
can be fired for violating the code.
On this edition, Jonathan Eisenberg, General Counsel of UBS Wealth Management Americas, Colleen Mahoney of Skadden Arps and Professor Meyer "Mike" Eisenberg, Visiting Professor of Law at Willamette University College of Law, discuss the Dodd...
by Marguerite C. Bateman
Late last Friday, the staff of the Securities and
Exchange Commission (SEC) issued guidance on disclosures relating to
investments in derivatives by investment companies. In a letter to the
Investment Company Institute (ICI...
Employees are a company's best source of information
about what is going on in the company. It is certainly a best practice for a
company to listen to its own employees, particularly to help improve its
processes and procedures. But more than listening...
In a prior post , I published the first in what I intend to be an
occasional series of articles on the nuts and bolts of Directors' and Officers'
Liability Insurance. I continue the series here with the second post in the
series. In this post...
Back in November, 2008, Deloitte sued its former vice chairman for trading in
securities of the firm's audit clients. The SEC has filed its case against
Thomas Flanagan and included his son, Patrick Flanagan.
The SEC alleged Flanagan traded in...
On July 14, 2010, the Securities and Exchange Commission
(SEC) voted unanimously to issue a concept release seeking public comments on a
variety of facets of the U.S. proxy system. Termed "proxy plumbing" because of
the extensive nature of...
One of the many repercussions of the Madoff fraud is how
to treat investors who had money in his Ponzi scheme.
T here has been plenty written about how the trustee is
treating the direct investors. He is only treating net cash. If you took out
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...
Prior articles have reviewed the provisions of Dodd-Frank
which focus on SEC Enforcement ( here ) and rule making ( here ). Other
provisions of the Act impact the Commission's authority regarding executive
compensation. In part, these are discussed...
Many of the provisions in the Dodd-Frank Wall Street Reform and Consumer Protection Act
merely provide for future regulatory framework. That it is in part true for the
changing definition of "accredited investor" under the Securities Act...
New Century Financial was once the number three sub-prime
lender. The Commission's action against its three officers is one of the more
significant market crisis cases brought by the SEC to date. On Friday, the
agency settled with each defendant...
by Kristy T. Harlan and Vincent J. Pisano
On July 21, President Obama signed the Dodd- Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). A change to the definition of "accredited investor" under the Securities Act of 1933...
The recent post on charitable donations under the Foreign
Corrupt Practices Act (FCPA) and Opinion Release 10-02 brought an interesting dialogue with
fellow blogger, the FCPA
Professor . The FCPA Professor raised the issue of " compelled giving...
You know, I can't understand why people risk so much (career,
reputation, family) for so little. How many times have you heard about
the lawyer who gave in to the temptation to trade on client confidence only to
reap $5,000 profit and an indictment...
Though 268 banks have failed since January 1, 2008, there
has been relatively little litigation related to the failed banks, as least so
far. For example, the FDIC only recently filed its first action against former
directors and officers of a failed...
The SEC settled a 2007 financial fraud action brought
against Thomas Fisher, former Chairman, CEO and President of Nicor, Inc., after
dropping its primary claims against the executive. SEC v. Fisher , Case
No. 07-cv-4483 (N.D. Ill. Filed Aug. 9, 2007...
The Supreme Court's decision last month in the Morrison v. National Australia Bank precludes
so-called "f-cubed" claims (claims brought by foreign plaintiffs who
bought foreign stock on a foreign exchange). An unanswered question is whether...
Cooperation can have a significant impact on the outcome
of an enforcement action for the company and its executives. The Seaboard
Release in 2001, regarding corporate charging and cooperation principles, for
example offers the prospect of no charges...
Health, Inc. v. Squid Soap, L.P., C.A. No. 4410-VCL (Del. Ch. July 20,
2010), read opinion here . Prior Delaware
Court of Chancery decisions in this case were highlighted here.
involves a claim against the purchaser...
It turns out that failing to adhere to your
investment guidelines can not only get you sued by your investor, it can get
you sent to jail.
Mark D. Lay ran a hedge fund whose sole investor
was the Ohio Bureau of Worker's Compensation. The fund...
Vault has released the "Best Law Firms in Each Practice Area" rankings for 2011, including the firms considered top of class for Corporate & Securities law. We've included links to firm profile information for firms in the top ten for...
When the SEC filed its enforcement action against Goldman
Sachs, it sparked a wave of criticism. Politicians on Capitol Hill argued there
were news leaks and the suit was timed to suit the Administration which was
seeking to pass what is now Dodd-Frank...
My primary objective on this blog is to address important developments
in with world of directors' and officers' liability as they occur. From time to
time, however, readers contact me with more fundamental questions about