Archives: Compliance

Subscribe to Compliance RSS Feed

Board Engagement: The Ethics and Compliance Missing Link

It’s been a year since I wrote about The Board’s Overlooked Role in Compliance. At the time, it seemed that momentum was building for more proactive board engagement in establishing and overseeing compliance programs. After all, regulators and courts have been increasingly outspoken about the importance of effective compliance programs and pointed about the essential … Continue Reading

Five Common Compliance Myths

The recently released Society of Corporate Compliance and Ethics 2017 Compliance and Ethics Officer and Staff Salary Survey contains a host of interesting CCO and other compliance personnel compensation information. Also interesting is the survey’s profile data regarding compliance professionals and their companies. The SCCE is a nonprofit association of more than 5,800 members, including … Continue Reading

The DOJ’s Latest Compliance Program Warning

U.S Deputy Attorney General Rod Rosenstein recently announced the Department of Justice’s revised FCPA Corporate Enforcement Policy. The revised Policy is based on the DOJ’s FCPA Pilot Program (in place since April 2016), which provided mitigation credit for voluntary reporting of wrongdoing and specified levels of cooperation and remediation in connection with the resulting investigation. … Continue Reading

Join Us at the Fall 2017 GRC Forum, featuring NC Attorney General Josh Stein

You recently received an email invitation to our upcoming Governance, Risk & Compliance Forum. The GRC Forum is a half-day, interactive event devoted specifically to the issues faced by risk and compliance personnel at companies in all industries and at all stages of GRC development. The Fall 2017 session will be held on Thursday, September … Continue Reading

Revisiting Rule 10b5-1 Trading Plans

I am sometimes surprised by the number of insiders who trade in their company’s stock outside of Rule 10b5-1 trading plans. It is often said, with some accuracy, that executive officers, directors and other insiders always possess material nonpublic information (MNPI) due to the very nature of their jobs. And in fact, many insiders are … Continue Reading

A Compliance Calendar Tip: Update for T+2

A few weeks ago, the SEC finalized rules to shorten the standard settlement period for securities transactions from three business days (T+3) to two business days (T+2). Amended Exchange Act Rule 15c6-1(a) will prohibit a broker-dealer from entering into a contract for the purchase or sale of a security (subject to certain exceptions) that provides … Continue Reading

Whistleblower Retaliation Remains in the SEC's Crosshairs

Whistleblower tips and awards for securities law violations have increased dramatically over the past year, according to the staff of the SEC Enforcement Division’s Office of the Whistleblower. Also during that time, the Whistleblower Office has stepped up its vigilance over retaliation by companies against whistleblowers, imposing penalties against companies more frequently and expanding the … Continue Reading

Sustainability Reporting Continues to Mature

Several years ago, voluntary sustainability reporting in proxy statements, annual reports to shareholders, websites and special sustainability reports to various stakeholders began to take hold, even as the SEC continued to resist calls for mandatory sustainability reporting and even in the general absence of guidance regarding what to disclose and how. (See this Doug’s Note.) … Continue Reading

NYSE's Annual Guidance Memo

Earlier this month, the staff of NYSE Regulation issued its annual guidance memorandum, which highlights recent NYSE developments and other points of emphasis for the coming year. This year’s guidance includes nearly twenty items that the staff deemed noteworthy. Borrowing the guidance memorandum’s main headings, I have summarized below those items that seem particularly worthy … Continue Reading

The FTC's New Data Breach Response Guide (and a Reminder)

The two-pronged mission of the Federal Trade Commission is to protect consumers and promote competition. According to the FTC’s website, protecting consumers includes “stopping unfair, deceptive or fraudulent practices in the marketplace,” which these days necessarily includes data security. To that end, the FTC recently published a user-friendly response guide for organizations that have experienced … Continue Reading

Section 16 Reporting: The SEC is Watching

It is easy to become complacent about Section 16 reporting. Sometimes it seems that the only people paying any attention to Forms 3, 4 and 5 are plaintiffs’ attorneys looking for short-swing profit transactions. Does the SEC even notice, or care, if the reports themselves are filed or are late? Isn’t it enough to simply … Continue Reading

Non-GAAP Disclosure Controls and Procedures

It seems that everyone is focused on non-GAAP financial measures these days, including the SEC. As has been exhaustively reported, SEC Chair Mary Jo White fired the first shot across public company bows back in December 2015, stating that “[b]y some indications,…non-GAAP measures are used extensively and, in some instances, may be a source of … Continue Reading

The SEC Nixes Contractual Waivers of Whistleblower Recoveries

In April 2015, the SEC announced in a first-of-its-kind enforcement action that certain KBR, Inc. confidentiality agreements violated the whistleblower protections of the Dodd-Frank Act by requiring employees and former employees to first notify the company of a potential violation before contacting the SEC. (See this Doug’s Note.) In the past two weeks, the staff … Continue Reading

Tips for Preclearing Insider Trades

Insider trading policies are among the most detailed and confusing of all corporate polices. And though they are not required by any SEC or stock exchange rule, virtually every public company has one. Included in almost every policy is a “preclearance” provision, which requires designated persons to obtain approval prior to trading in the company’s … Continue Reading

The New Lease Accounting Standard–What Lawyers Need to Know Now

With calendar year-end Form 10-K filings almost completed, you may have noticed the addition of Accounting Standards Update No. 2016-02 “Leases (Subtopic 842)” to the MD&A subsection addressing new accounting standards. In short, companies will be required in the future to recognize most of their operating and finance leases as assets and corresponding liabilities on … Continue Reading

The Fundamentals of Social Media Communication Compliance

Communication via social media is now standard practice, to some extent, at almost all public companies. What once seemed limited to technology and other “forward-thinking” companies has now made its way into even the most traditional businesses. The SEC, and other affected agencies, have long struggled to stay on top of the breakneck pace of … Continue Reading

Enforcement Heats Up at the SEC

Andrew Ceresney, Director of the SEC’s Division of Enforcement, gave the keynote address at last week’s Directors Forum 2016 in San Diego. In his speech, Mr. Ceresney made several points worth highlighting. First of all, the SEC continues to aggressively pursue financial reporting deficiencies at all levels of public companies and within all industries. He … Continue Reading

Corporate Governance Considerations in Light of the Yates Memo

Last fall, United States Deputy Attorney General Sally Yates released a memorandum titled “Individual Accountability for Corporate Wrongdoing.” The “Yates Memo” is the latest installment in a series of prosecution guidelines for United States Department of Justice attorneys to consider when conducting corporate fraud investigations, making charging decisions and developing prosecution strategies. (See this Featured … Continue Reading
LexBlog