The Situation: Despite Equifax's use of a cover story to keep employees from learning it was the victim of a serious data breach, a then-employee allegedly figured it out and made illegal securities trades based on the...more
7/16/2018
/ Blackout Rules ,
Criminal Prosecution ,
Cybersecurity ,
Data Breach ,
Equifax ,
Former Employee ,
Insider Trading ,
Material Nonpublic Information ,
Popular ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Fraud
Welcome to the 2017-2018 edition of the Jones Day Anti-Corruption Regulation Survey. In 2017 and 2018 to date, there has continued to be an increasing awareness among multinational companies of the significance of...more
4/18/2018
/ Anti-Bribery ,
Anti-Corruption ,
Chief Compliance Officers ,
Corporate Counsel ,
Corporate Governance ,
Corporate Liability ,
Corruption ,
Department of Justice (DOJ) ,
Due Diligence ,
Ethical Standards ,
Foreign Corrupt Practices Act (FCPA) ,
Foreign Official ,
Government Officials ,
Internal Audit Functions ,
Internal Controls ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Third-Party Risk ,
White Collar Crimes
The U.S. Supreme Court unanimously held in Digital Realty Trust, Inc. v. Somers that whistleblowers must report alleged misconduct to the Securities and Exchange Commission in order to benefit from Dodd-Frank's...more
2/26/2018
/ Anti-Retaliation Provisions ,
Digital Realty Trust Inc v Somers ,
Dodd-Frank ,
Internal Reporting ,
Reporting Requirements ,
Retaliation ,
Sarbanes-Oxley ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Whistleblower Protection Policies ,
Whistleblowers
2017 will most likely be remembered as a year of transition, as the Securities and Exchange Commission’s enforcement actions indicate, at least in the near term, an emphasis on specific initiatives and retail investor...more
2/1/2018
/ Annual Reports ,
Anti-Retaliation Provisions ,
Audit Committee ,
Cybersecurity ,
Disclosure Requirements ,
Dodd-Frank ,
Enforcement Actions ,
GAAP ,
Internal Reporting ,
Item 303 ,
Non-GAAP Financial Measures ,
Regulation S-K ,
Reporting Requirements ,
Sanctions ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Whistleblower Protection Policies
The United States Department of Justice, the U.S. Securities and Exchange Commission, and non-U.S. governments and agencies have recently emphasized their continued commitments to pursuing both corporate and individual...more
2/1/2018
/ Anti-Corruption ,
Board of Directors ,
Chief Compliance Officers ,
Corruption ,
Criminal Prosecution ,
Department of Justice (DOJ) ,
Due Diligence ,
Foreign Corrupt Practices Act (FCPA) ,
Internal Investigations ,
Policies and Procedures ,
Securities and Exchange Commission (SEC) ,
White Collar Crimes
U.S. tax reform will mean new rules for deducting fines, penalties, and other amounts, including disgorgement, paid to the Securities and Exchange Commission ("SEC").
Currently, Internal Revenue Code section 162(f)...more
The Situation: Companies that learn of Foreign Corrupt Practices Act ("FCPA") violations by employees or agents are faced with significant uncertainty as to whether the benefits and risks of self-disclosing the conduct to the...more
12/5/2017
/ Anti-Corruption ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Federal Pilot Programs ,
Federal Sentencing Guidelines ,
Foreign Corrupt Practices Act (FCPA) ,
Remediation ,
Securities and Exchange Commission (SEC) ,
Self-Reporting ,
Voluntary Disclosure ,
White Collar Crimes
On August 23, 2017, the Second Circuit Court of Appeals affirmed the insider trading conviction of Matthew Martoma, a former portfolio manager for SAC Capital Advisors LLP ("SAC Capital"). In doing so, the court overturned...more
10/2/2017
/ Appeals ,
Breach of Duty ,
Criminal Convictions ,
Criminal Prosecution ,
Illegal Tipping ,
Insider Trading ,
Personal Benefit ,
Portfolio Managers ,
Reaffirmation ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
US v Newman ,
US v Salman
Against the backdrop of recent growth of initial coin or token offerings ("ICOs"), the U.S. Securities and Exchange Commission ("SEC"), on July 25, 2017, published its first public statements on this fundraising practice. The...more
On June 5, 2017, in an unanimous ruling in Kokesh v. SEC, No. 16-529, the United States Supreme Court significantly limited the breadth of the Securities and Exchange Commission's primary enforcement tool. The Court held that...more
6/7/2017
/ Civil Monetary Penalty ,
Department of Justice (DOJ) ,
Disgorgement ,
Enforcement Actions ,
Foreign Corrupt Practices Act (FCPA) ,
Kokesh v SEC ,
Punitive Damages ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Statute of Limitations
On February 8, 2017, the United States Department of Justice ("DOJ") Fraud Section published a blueprint for assessing corporate compliance efforts, titled "Evaluation of Corporate Compliance Programs" ("Guidance"). It...more
3/2/2017
/ Anti-Corruption ,
Board of Directors ,
Compliance ,
Confidential Communications ,
Criminal Prosecution ,
Department of Justice (DOJ) ,
Federal Sentencing Guidelines ,
Foreign Corrupt Practices Act (FCPA) ,
Fraud ,
Internal Investigations ,
New Guidance ,
OECD ,
Policies and Procedures ,
Popular ,
Publicly-Traded Companies ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Senior Managers ,
Third-Party Relationships ,
Training