Category: General

22 Feb, 2023

SEC Activision Enforcement Action Underscores Breadth of Disclosure Control Liability

The SEC has been pushing the envelope on enforcement initiatives. At the same time, the SEC is pushing new disclosure obligations like cybersecurity and climate change. The SEC is following up on the importance of disclosure obligations and the surrounding controls. This is a new enforcement priority because the SEC is focusing beyond financial disclosures and reporting to new areas of significant risk. The Activision...

General

21 Feb, 2023

Fifth Circuit Court of Appeals Reverses Trial Judge’s Dismissal of Criminal FCPA Charges Against Two Venezuelan Officials

In a recent decision, the Fifth Circuit Court of Appeals handed the U.S. Justice Department a victory in reversing an “out-of-whack” trial judge’s dismissal of two separate criminal indictments that were consolidated on appeal. On occasion, it is evident that some trial judges will reach a result-oriented decision without proper regard for court precedent or the literal terms of a statute. The Fifth Circuit’s lengthy...

General

20 Feb, 2023

DOJ Charges Two Oil and Gas Traders with FCPA Bribery Scheme Involving Petrobras

In its first enforcement action of 2023, the Justice Department charged a Connecticut man and a foreign national with FCPA bribery and money laundering charges stemming from a bribery scheme to secure contracts with Petrobras in Brazil. Glenn Oztemel was a senior oil and gas trader at two trading companies., and Eduardo Innecco, a dual Italian and Brazilian citizen, was an oil and gas broker...

General

16 Feb, 2023

Food Company Pleads Guilty and Agrees to Pay $19.2 Million for Manufacturing Under Unsanitary Conditions

The Justice Department has a long-record of criminal prosecutions of companies for manufacturing food products under unsanitary conditions. In recent years, DOJ has prosecuted Blue Bell Ice Cream, Chipotle, ConAgra Grocery, Peanut Corporation of America and egg producers for production of food products that resulted in serious food borne illnesses. In a recent case, Kerry, Inc., a manufacturer of breakfast cereal for Kellogg’s Honey Smacks...

General

15 Feb, 2023

DOJ Begins Implementation of Compliance Compensation Requirements

The Justice Department has taken steps to implement its new compliance compensation requirement announced in its Corporate Enforcement Policy revisions. With little fanfare, the Danske Bank $2 billion settlement with the Justice Department include an additional provision in its settlement papers outlining the new requirement. DOJ’s settlement papers include standard provisions that have grown through the years. Schedule C has set forth DOJ requirements for...

General

14 Feb, 2023

LRN 2023 Compliance Program Report Underscores Importance of Compliance Program Vigilance

LRN continues to provide important insights and trends on the importance of ethics and compliance programs. LRN’s annual report is an important resource and needs to be reviewed by the board, senior management and all compliance-related functions. LRN’s 2023 report emphasizes the importance of commitment, investment and promotion of corporate ethics and compliance, particularly during these difficult economic and geopolitical disturbances. LRN’s report is based...

General

13 Feb, 2023

Delaware Court Extends Caremark Duty of Oversight to Senior Officers

In a far-reaching decision with significant implications, the Delaware Chancery Court recently issued a decision confirming that Caremark duty of oversight obligations extends to senior officers. This will have an immediate impact on shareholder derivative risks and litigation. Companies now will face duty of oversight breach claims that include or even just focus on senior officers who have breached their fiduciary duty of oversight. Vice...

General

8 Feb, 2023

Contract to Invoice to Payment (“Tinkers to Evers to Chance”) (Part II of II)

The SEC knows that it has powerful enforcement tools. The FCPA imposes two important requirements on issuers – keep accurate books and records and maintain internal controls to ensure that management’s accounting controls operate effectively to ensure proper use of corporate assets. The SEC knows these are broad requirements. One critical area of focus has been the SEC’s focus on contract-invoice-payment process. For compliance professionals,...

General

7 Feb, 2023

The Importance of Accounting and Internal Controls (Part I of II)

Here are some basic propositions that surround FCPA compliance. It is often underplayed that the FCPA contains more than just a bribery prohibition – the FCPA contains broad provisions, requiring accurate books and records and internal controls. When it comes to bribery, wrongdoers have to find ways to “steal” or gain unauthorized access to money often by circumventing internal controls. Thus, bribery conduct often goes...

General

6 Feb, 2023

DOJ Charges Russian and British Businessmen for Facilitating Sanctions Evasion of Russian Oligarch’s $90 Million Yacht

DOJ is poised for a big year in the enforcement of Russian Sanctions and seizure of assets connected to Russian Oligarchs. It has been nearly a year since the U.S., its allies and partners have unleashed robust sanctions against Russia in response to Russia’s invasion of Ukraine. DOJ’s commitment to sanctions enforcement has been steady and will only increase. In a recent case, DOJ announced...

Category: General

SEC Activision Enforcement Action Underscores Breadth of Disclosure Control Liability

Fifth Circuit Court of Appeals Reverses Trial Judge’s Dismissal of Criminal FCPA Charges Against Two Venezuelan Officials

DOJ Charges Two Oil and Gas Traders with FCPA Bribery Scheme Involving Petrobras

Food Company Pleads Guilty and Agrees to Pay $19.2 Million for Manufacturing Under Unsanitary Conditions

DOJ Begins Implementation of Compliance Compensation Requirements

LRN 2023 Compliance Program Report Underscores Importance of Compliance Program Vigilance

Delaware Court Extends Caremark Duty of Oversight to Senior Officers

Contract to Invoice to Payment (“Tinkers to Evers to Chance”) (Part II of II)

The Importance of Accounting and Internal Controls (Part I of II)

DOJ Charges Russian and British Businessmen for Facilitating Sanctions Evasion of Russian Oligarch’s $90 Million Yacht

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