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Can you afford the risk of not having a captive insurance company?

Captive insurance companies have a long history worldwide and in the United States. A majority of states have captive insurance legislation in place and onshore jurisdictions such as Vermont, Utah, Delaware, Tennessee, Arizona and Connecticut promote their captive legislation as an economic engine to attract new businesses. In general, a captive insurance company is a … Continue Reading

FBI increases criminal fraud investigations by 65%, director reports

FBI Director James Comey shared the bureau’s enforcement trends and objectives at the New York City Bar Association’s Third Annual White Collar Crime Institute on May 19. Comey recognized that although counter-terrorism is still a top priority for the agency, white-collar cases are receiving significant focus and resources. In the mortgage industry, agents are investigating … Continue Reading

U.S. Supreme Court says restitution depends on property a lender loses, not collateral the lender receives

In the unanimous ruling Monday, the U.S. Supreme Court resolved a split in circuits regarding the interpretation of the Mandatory Victim’s Restitution Act (MVRA). In Robers v. United States, the high court confirmed that for purposes of calculating restitution, the return to the lender of collateral securing a fraudulent loan is not completed until the … Continue Reading

FTC Revises HSR and Interlocking Directorate Thresholds

HSR Revisions The Federal Trade Commission (FTC) recently announced the annual changes to the notification thresholds for filings under the Hart-Scott-Rodino Antitrust Improvements Act (HSR) as well as certain other values under the HSR rules. As background, the HSR Act requires that acquisitions of voting securities or assets that exceed certain thresholds be disclosed to … Continue Reading

The Timken Board: Between a Rock and a Hard Place

On May 7, 2013, Timken Co. announced that its shareholders approved a nonbinding proposal from activist shareholders (Relational Investors and Calstrs—California State Teachers’ Retirement System, who together own 7.28% of the Company) to spin-off the Company’s steel business into a separate entity. The Company’s Board had opposed the proposal. The Company said that 47% of outstanding shares (53% … Continue Reading

SEC’s New Investor Advisory Committee Holds First Meeting and Commission Aguilar Asks Members To Put Individual Retail Investors Foremost In Their Considerations

On June 12, 2012, the newly-formed Investor Advisory Committee of the SEC held its first meeting. SEC Chairman Mary Schapiro told the committee members that “you have made a commitment to ensuring that the voice of the investor remains front and center at the SEC,” while Commissioner Luis Aguilar, an ardent backer of the Committee, … Continue Reading

JOBS Act Update: Crowdfunding

The U.S. House of Representatives, by a vote of 380 to 41, has passed the Jumpstart Our Business Startups Act, or JOBS Act in the form previously approved by the Senate last week. The bill now goes to President Obama, who is expected to sign it into law. The JOBS Act significantly impacts the securities … Continue Reading

Accredited Investors and Crowdfunding

In February the SEC issued a Small Entity Compliance Guide that provides a summary of the relatively new net worth standard in the definition of “accredited investor” under the Securities Act, as required by the Dodd-Frank Act.  Section 413(a) of the Dodd-Frank Act requires that the value of a person’s primary residence be excluded when … Continue Reading

Financial Times Reports That SEC Has Written At Least Dozen Companies About Their Business Dealings in Countries Deemed “State Sponsors” of Terror

An article from Lina Saigol and Kara Scannell in the Financial Times this morning (December 12, 2011) reports that the SEC’s Division of Corporate Finance has sent letters to at least a dozen companies instructing them to "disclose business activity in and with Syria, Iran and others deemed ‘state sponsors’ of terror by the State … Continue Reading

Bloomberg Markets Magazine Details Illicit Payments By Koch Industries, Inc., Who May Become Focus of Occupy Wall Street and Occupy DC Protests

A report on Monday, October 3 from Bloomberg Markets Magazine detailed a years-long scheme by Koch Industries, Inc. to make improper payments to win contracts in six countries – payments which the company admitted "constitute violations of criminal law." The article states that the Justice Department would not confirm or deny the existence of any … Continue Reading

Federal Housing Finance Agency Sues 17 Financial Institutions For Securities Fraud

On Friday September 2, the Federal Housing Finance Agency, as conservator for Fannie Mae and Freddie Mac, filed lawsuits in state and federal court in New York and Connecticut against 17 different financial institutions (including Bank of America, Citigroup, Credit Suisse, Deutsche Bank, Morgan Stanley and JP Morgan), certain of their officers and various underwriters, … Continue Reading

Results of Two-Year Senate Study Regarding Wall Street and the Financial Crisis Is Released

On Wednesday, April 13, 2011, the Senate’s Permanent Subcommittee On Investigations issued its Report entitled: "Wall Street and the Financial Crisis: Anatomy of a Financial Crisis."  " The 639-page Report is "the product of a two-year, bipartisan investigation … into the origins of the 2008 financial crisis." The Subcommittee conducted over 150 interviews and depositions, and accumulated … Continue Reading

New Study Shows Number of Securities Class Action Settlements Decreased in 2010, While The Median Settlement Amount Increased

On March 10, 2011, Cornerstone Research announced the results of its latest study: "Securities Class Action Settlements – 2010 Review and Analysis." The Annual Report, which provides detail on settlement summary statistics and an analysis of case characteristics, reviewed the 86 court-approved settlements in 2010, finding that the number of settlements fell to its lowest in … Continue Reading

Big Lots Suit Raises Insider Trading and Fair Disclosure Issues

Earlier this week, Columbus retailer Big Lots Inc. filed suit in Florida against a stock research company that Big Lots claims obtained nonpublic information about inventory, payroll, and margins.  Big Lots claims that research firm Retail Intelligence Group stole trade secrets and aided employees’ breach of fiduciary duties by inducing 72 Big Lots managers to … Continue Reading

How Public Companies Should Respond to the Dodd-Frank Act

Even though the Dodd-Frank Act is already in effect, the full scope of the law will not be known until numerous regulations are finalized. Public companies faced with complying with these future regulations should consider taking the following actions now to be ready for the new rules: Decide how often to recommend say on pay … Continue Reading