The D&O Diary

The D&O Diary

A PERIODIC JOURNAL CONTAINING ITEMS OF INTEREST FROM THE WORLD OF DIRECTORS & OFFICERS LIABILITY, WITH OCCASIONAL COMMENTARY

Tag Archives: FCPA

The Long Arm of U.S. Regulatory Enforcement and the Cross-Border Reach of U.S. Laws

Posted in Regulatory Enforcement
One of the most distinctive aspects of the current global regulatory environment has been the increasing willingness of U.S. regulators to try to project U.S. enforcement authority outside the U.S. The cross-border assertion of U.S. regulatory authority has taken place across a broad range of regulatory and compliance issues, including, for example, antitrust, trade sanction, … Continue Reading

Investors File Yet Another Securities Suit in the Wake of an FCPA Investigation

Posted in Foreign Corrupt Practices Act
There is no private right of action under the Foreign Corrupt Practices Act (FCPA), but as I have frequently noted in prior posts, news of an anti-bribery investigation frequently is followed by a shareholder lawsuit based on allegations relating to the investigation. The latest example of this type of follow-on civil action involves the investment … Continue Reading

More About Follow-On Securities Litigation After Overseas Investigative Actions

Posted in Securities Litigation
In my year-end survey of corporate and securities litigation, one of the trends I noted regarding the litigation that had been filed in 2013 was the rise in lawsuit filings following in the wake of governmental investigations and regulatory actions, particularly with respect to investigations and regulatory actions outside the United States. If two recently … Continue Reading

Foreign-Domiciled Individuals and the FCPA’s Reach

Posted in Foreign Corrupt Practices Act
Among the more controversial questions about the U.S.’s Foreign Corrupt Practices Act has been the extent of its reach in enforcement actions against foreign-domiciled individuals. Two recent decisions from the Southern District of New York reached differing conclusions about the statute’s reach. One case rejected the individual’s motion to dismiss the FCPA enforcement action, while … Continue Reading

Faltering Lawsuits: Dismissal Motions Hit FCPA Follow-On Civil Actions and Say-on-Pay Suits

Posted in Foreign Corrupt Practices Act
Among the many litigation threats companies face, a couple of specific kinds of cases have recently emerged: the civil action following on in the wake of an FCPA investigation or enforcement action, and the shareholder suit following after a negative “say on pay” vote. Many companies involved in an FCPA investigation or experiencing a negative … Continue Reading

Rating Agencies Must Defend Negligent Misrepresentation Claims for Toxic SIV Ratings

Posted in Subprime Litigation
The rating agencies must defend against  claims for negligent misrepresentation in connection with the ratings the firms assigned to a pair of structured investments vehicles, Southern District of New York Judge Shira Scheindlin has ruled in a pair of May 4, 2012 decisions. Judge Scheindlin did grant the defendants’ motions to dismiss claims for negligence, breach … Continue Reading

More Woes for Companies with Chinese Connections

Posted in Failed Banks, Securities Litigation
SciClone Settles FCPA Follow-on Derivative Suit : In a settlement that involves a company with significant Chinese operations — and that also may represent something of a template for the settlement of FCPA enforcement follow-on civil lawsuits — SciClone Pharmaceuticals and the individual defendant directors and officers have agreed to settle the consolidated derivative lawsuits … Continue Reading

A Securities Litigation Stalwart Takes a Loss

Posted in Securities Litigation
Although the world of electoral politics may seem distant from the directors’ and officers’ liability arena, there was one development in Tuesday’s elections that potentially could affect the D&O claims environment, and it happened right here in The D&O Diary’s home state of Ohio. It has not drawn much national attention, but Ohio’s activist Attorney … Continue Reading

Corruption Enforcement Actions Surge, Follow-On Lawsuits Emerge

Posted in Foreign Corrupt Practices Act
Every day seems to bring news of a new or expanded bribery or corruption allegations and enforcement actions. In recent days alone, Avon announced that it was suspending four executives in connection with an internal investigation into alleged bribery in the company’s Chinese operations, and U.S. authorities announced they were joining German and Russian authorities … Continue Reading

Wave of Indictments from Largest Ever FCPA Investigation: More Action Ahead?

Posted in Foreign Corrupt Practices Act
Longtime readers know  I have frequently argued that claims related to the enforcement of the Foreign Corrupt Practices Act are a growing source of liability exposure for companies and their senior officials, a stand that has made me the subject of occasional derisive comments. One reader recently suggested to me that I am "obsessive" about … Continue Reading

New Exposure for Corporate Officials: Control Person Liability for FCPA Violations

Posted in Foreign Corrupt Practices Act
A recent SEC enforcement action alleging Foreign Corrupt Practices Act violations against Nature’s Sunshine Products and two of its officers may represent a new and disturbing liability threat to corporate officials. The SEC asserted claims directly against the two individuals even though they were not alleged to have either involvement in or knowledge of the … Continue Reading

The D&O Link to FCPA Activity: The Follow-On Civil Lawsuit

Posted in Foreign Corrupt Practices Act
For some time, I have been asserting (refer here, for example) that increasing levels of Foreign Corrupt Practices Act enforcement activity represents an important development in the world of D&O insurance. During a conversation at the American Bar Association Annual Meeting in Chicago this past week, a senior claims executive from one of the leading … Continue Reading

A Comprehensive Look at FCPA Settlements

Posted in Foreign Corrupt Practices Act, Securities Litigation
A recurring theme on this blog has been the growing threat of civil litigation following in the wake of increased Foreign Corrupt Practices Act enforcement activity. (Refer for example, here.) A recent study both establishes both the overall scale of FCPA enforcement activity and quantifies the magnitude of the FCPA follow-on securities litigation.   The … Continue Reading

Lawsuits Against Mortgage Securities Issuers: Damages Issues Ahead?

Posted in Options Backdating, Subprime Litigation
Among the many lawsuits that have flooded in as part of the subprime and credit crisis litigation wave has been a profusion of lawsuits against the mortgage-backed securities issuers and their securities offering underwriters. These lawsuits, typically filed under the ’33 Act and alleging misrepresentations in the offering documents, claim that investors who purchased securities … Continue Reading

FCPA Year-End Update

Posted in Foreign Corrupt Practices Act
I encourage those that questioned my inclusion of FCPA issues in my list of top ten 2008 development to refer to the January 5, 2009 memo from the Gibson Dunn law firm entitled "2008 Year-End FCPA Update" (here).   As the memo puts it, 2008 was ‘by any measure …a monster year in Foreign Corrupt … Continue Reading