Compliance Archive

Compliance

DoJ shines new light on compliance program expectations

Jul 01, 2020
Tony Maida, Michael Peregrine and Sarah Walters
DoJ shines new light on compliance program expectations
On June 1, 2020, the US Department of Justice’s (DoJ) criminal division issued updated guidance on the ‘Evaluation of corporate compliance programs.’ The guidance lays out a series of factors for DoJ attorneys to consider when assessing the effectiveness of corporate compliance programs as part of making charging decisions and negotiating resolutions. The updated guidance revises guidance that was first issued in February 2017 and amended in April 2019. The ov...
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Compliance

Boards urged to review policies after LGBTQ ruling

Jun 30, 2020
Ben Maiden
Boards urged to review policies after LGBTQ ruling
Boards of directors have been advised to ensure their company’s anti-discrimination policies are checked following a recent US Supreme Court ruling.  The court ruled earlier this month in a landmark decision that Title VII of the Civil Rights Act of 1964, which prohibits employment discrimination based on sex, applies to both sexual orientation and gender identity. Roughly 20 states alread...
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Compliance

CCPA regulations pose new compliance hurdles as enforcement approaches

Jun 29, 2020
Robert Famigletti and Kristen Mathews
CCPA regulations pose new compliance hurdles as enforcement approaches
California Attorney General Xavier Becerra’s enforcement of the California Consumer Privacy Act of 2018 (CCPA) is likely to begin on July 1, almost two years to the day since its whirlwind passage. The enforcement landscape remains largely unclear, however, as it is uncertain if and when the attorney general’s proposed final implementing regulations under the CCPA will ta...
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Compliance

CalPERS raises concerns over MD&A reform plans

May 07, 2020
Ben Maiden
CalPERS raises concerns over MD&A reform plans
CalPERS has voiced concerns that SEC disclosure reforms would leave investors lacking key information – and raise particular challenges given the impact of Covid-19 on companies.  The SEC in January proposed amendments designed, in its words, to ‘modernize, simplify and enhance’ certain financial disclosure requirements under Regulation SK. ‘The proposed amendments would eliminate duplicativ...
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Compliance

Rule 14a-8 reforms would halt many resubmissions, CII argues

May 06, 2020
Ben Maiden
Rule 14a-8 reforms would halt many resubmissions, CII argues
A new paper from the Council of Institutional Investors (CII) argues that parts of the SEC’s proposed changes to Rule 14a-8 would have more than doubled the number of shareholder proposals excluded from proxy statements over the past several years, had they been in effect. At present, a company can exclude a shareholder proposal if one substantially on the same topic received 3 percent, 6 percent a...
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Compliance

The week in GRC: Warren seeks to curb M&A during pandemic, and SEC creates Covid-19 monitoring group

May 01, 2020
Ben Maiden
The week in GRC: Warren seeks to curb M&A during pandemic, and SEC creates Covid-19 monitoring group
– The SEC has created an internal, cross-divisional Covid-19 market monitoring group. The temporary group will help the commission and its various divisions and offices in: (i) commission and staff actions and analysis related to the effects of the pandemic on markets, companies and investors; and (ii) responding to requests for information, analysis and assistance from other regulators and government organizat...
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Compliance

Silicon Valley lawyers ask SEC for e-signature boost

Apr 28, 2020
Ben Maiden
Silicon Valley lawyers ask SEC for e-signature boost
Attorneys from leading Silicon Valley law firms have called on the SEC to allow companies to use electronic signatures in their filings with the agency – particularly in the context of the Covid-19 pandemic. The SEC staff last month issued a statement noting that the agency has received inquiries about the authentication-document retent...
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Compliance

SEC and Delaware guide on proxies and AGM notices

Apr 16, 2020
David Bell and Soo Hwang
SEC and Delaware guide on proxies and AGM notices
As part of its response to the Covid-19 pandemic, the SEC has provided guidance on updating the time, date or location of a shareholder meeting and has eliminated the federal securities law requirement that such a change require a full mailing of notice to stockholders. On April 6, meanwhile, Delaware governor John Carney issued an order clarifying that new mail or email notice would not be necessary. Section 4 of the order states that notice requirements will be sa...
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Compliance

SEC’s Lee urges comment-period extensions amid Covid-19

Apr 08, 2020
Ben Maiden
SEC’s Lee urges comment-period extensions amid Covid-19
The SEC should extend comment periods on pending initiatives and be wary of taking actions that are not related to the Covid-19 pandemic, according to commission member Allison Herren Lee. In a statement issued last Friday, Lee praised the work of the commission and agency staff in responding to the pandemic and argued that regulatory efforts in the near term should focus primarily on the most urgent issues facing the markets and the public as a result of the outbre...
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