One of the fundamental principles on which our system of securities regulation is based is the importance of disclosure. The system is built on the notion that companies must disclose certain basic information about their operations and performance so that investors can make informed investment decisions. While the disclosures required are a matter of regulation and statute, investors’ and regulators’ expectations about what must be disclosed changes over time. Signs are that disclosure expectations — and as a result disclosure practices — are changing rapidly in two particular areas: cybersecurity and climate change.
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Guest Post: SEC Enforcement Data: Midyear Review
In the following guest post, Tammy Yuen and Ted Carleton of the Skarzynski Black law firm review and analyze the May 9, 2017 Cornerstone Research report entitled “SEC Enforcement Activity: Public Companies and Subsidiaries, Midyear FY 2017 Update” (here), which details the SEC’s enforcement activity during the first half of the current fiscal year. I would like to thank Tammy and Ted for their willingness to allow me to publish their article on this site. I welcome guest post submissions from responsible authors on topics of interest to this blog’s readers. Please contact me directly if you would like to submit a guest post. Here is Tammy and Ted’s guest post.
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Guest Post: D&O Insurance Implications as Deferred Prosecution Agreements Take Off in the U.K.
On January 17, 2017, the U.K.’s Serious Fraud Office announced that it had entered into a significant Deferred Prosecution Agreement (DPA) with Rolls-Royce PLC following its approval by Sir Brian Leveson. The agreement followed an extensive investigation of alleged bribery involving the company’s operations in a number of different countries. The full text of the deferred prosecution agreement can be found here. In the following guest post, Mark Sutton and Karen Boto of the Clyde & Co law firm take a look at the agreement and examine the agreement’s D&O insurance implications. I would like to thank Mark and Karen for their willingness to publish their article on this site. I welcome guest post submissions from responsible authors on topics of interest to this site’s readers. Please contact me directly if you would like to submit a guest post. Here is Mark and Karen’s guest post.
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Guest Post: The Nuts & Bolts of SEC Investigations & Enforcement
The SEC is the primary regulatory body charged with the enforcement of the U.S. securities laws. Most insurance and legal professionals are well-aware of the agency and familiar with its regulatory role. But in an era that has been (at least up until now) characterized by heightened enforcement activity, many of those professionals may be unfamiliar with the agency’s investigative and enforcement process and protocols. In the following guest post, Ted Carleton and Tammy Yuen of the Skarzynski Black law firm and John Sikora of the Latham & Watkins law firm provides a basic outline of the SEC’s investigative and enforcement processes, reviews some recurring D&O insurance coverage issues arising from SEC investigations and enforcement actions, highlights some of the current issues at the agency, and take a look ahead at what the change in administration may mean. I would like to thank Ted, Tammy, and John for their willingness to publish their guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to this blog’s readers. Please contact me directly if you would like to submit a guest post. Here is Ted, Tammy and John’s guest post.
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Will the DOJ Priorities in the Yates Memo Continue in the New Administration?
Among the many questions surrounding the new incoming Presidential administration is the question of what direction the Trump administration will go with criminal and regulatory enforcement. And among the many specific questions under that topic heading is the question of whether or not the Department of Justice will continue the current agency policy of giving priority to holding individuals accountable for corporate wrongdoing. Based on early signs, all indications are that the current policy, embodied in the so-called Yates Memo, will continue under the new administration.
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The Anti-Corruption Enforcement Problem
For many years, the U.S. was the only country actively seeking to use its laws to fight corruption. However, more recently, a number of other countries have enacted their own anti-bribery laws while other countries have become more active in pursuing anti-bribery enforcement – including not only Germany, South Korea and Britain, but also Brazil
Guest Post: Cybersecurity Enforcement: The FTC Is Out There
Along with the disruption and the reputational damage, a company experiencing a data breach can also find itself attracting the unwanted attention of regulators. Among the federal regulators that has proven to be active in data breach arena has been the Federal Trade Commission. In the following guest post, Robert Carangelo, Eric Hochstadt
Bank Directors Facing Increased Regulatory Scrutiny, Raising Fears of Potential New Liability Exposures
Federal banking regulators have stepped up their interactions with and scrutiny of bank directors, according a recent Wall Street Journal article. The March 31, 2015 article, entitled “Regulators Intensify Scrutiny of Bank Boards” (here) details the ways in which regulators are “zeroing in on Wall Street boardrooms as part of the government’s intensified
Many Companies’ Most Significant Regulatory Risks Are Not in Their Home Country
When Chinese regulators hit GlaxoSmithKline with a $489 million penalty last month – the largest corporate penalty ever in China – it set off alarm bells around the world. Among other things it sent out a “wake-up call for global companies that assumed that their main regulatory risk is in their home countries,” according to
PLUS Regional Professional Liability Symposium in London, September 29, 2014
On September 29, 2014, I will be in London to participate in the Professional Liability Underwriting Society (PLUS) regional symposium. The luncheon event, which is entitled “Dangers of Long Arm Enforcement in a World WIthout Borders” will take place at Gibson Hall. I will be making a presentation at the event on the