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Take charge of compliance: Ensure your business meets Federal Corporate Transparency Act reporting requirements

By Porter Wright on
The United States Capitol stands against a sunset.In 2021, Congress passed the Corporate Transparency Act (CTA) which will require many companies to report information about the company and its beneficial owner(s) to the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN). Regulations implementing the CTA became effective Jan. 1, 2024. Attorney Jack Beeler explains the new regulations and what businesses need … Continue Reading

Deadline approaching for public companies to adopt Dodd-Frank clawback policies

By Greg Daugherty and Rich Helmreich on
This summer, the Securities and Exchange Commission (SEC) approved final Dodd-Frank clawback policy listing requirements for both the NYSE (NYSE Listed Company Manual Section 303A.14) and Nasdaq (Nasdaq Listing Rule 5608). The listing standards provide that these compensation recovery policies apply to compensation received on or after Oct. 2, 2023, but listed companies have until … Continue Reading

Data breaches and due diligence

By Porter Wright on
Chances are that you or someone you know has been the victim of a data breach. The high number of cyberattacks and data breaches, now reported almost daily, calls attention to the importance of addressing these areas in the due diligence process in M&A deals. Whether a target company has had issues with cybersecurity breaches … Continue Reading

Delaware Courts continue scrutiny of “disclosure only” settlements in M&A litigation

By Porter Wright on
On Jan. 22, 2016, the Delaware Court of Chancery released its opinion in In re Trulia Stockholder Litigation in which it rejected a “disclosure only” settlement of a shareholders’ suit challenging an M&A transaction. This decision confirms the trend of increasing hostility of the Delaware courts towards “disclosure only” settlements and serves as a warning … Continue Reading

Corruption and conspiracy charges hit sports world: DOJ indicts additional FIFA officials in corruption conspiracy

By Porter Wright on
While the latest happenings in the governing world of soccer are not a typical blog topic for us, the legal issues and impacts are worth considering in a broader context. Soccer fan or not, certainly interesting times. Late Thursday Attorney General Loretta Lynch announced that 16 additional defendants have been indicted in the on-going probe … Continue Reading

New DOJ policies target corporate executives over companies

By Porter Wright on
The U.S. Department of Justice (DOJ) issued new policies Sept. 9. One requires that companies disclose all facts relating to individual misconduct discovered during internal investigations or be considered uncooperative. This places pressure on corporations to turn over evidence against their own executives. The policy comes after ongoing criticism of the DOJ’s failure to prosecute … Continue Reading

A compliance problem truly “Made in the USA”

By Jared Klaus and Jay L. Levine on
Following the expiration of a public comment period last week, the ink is now dry on the Federal Trade Commission’s consent decree against Made in USA Brand, LLC, settling charges that the Columbus, Ohio-based company sold its “Made in USA” certification label to product-sellers without making any attempt to verify whether the companies’ products were … Continue Reading

Beware of antitrust laws’ extraterritorial reach

By Jay L. Levine on
In an increasingly global economy, it is becoming more and more common for a product to be sold outside of the U.S., yet find its way back into the states, either as a resale product or as part of a finished downstream product. The question then becomes, does U.S. antitrust law apply to that foreign … Continue Reading

Zillow, Inc. To Use Twitter For Earnings Call

By Porter Wright on
The real estate website company Zillow, Inc. announced it would use Twitter and Facebook to field questions on its first quarter earnings call.  The company claims that it is the first to take questions in this manner, but will continue to take questions in the traditional way – from those dialed into the call. This … Continue Reading

New Jersey Judge Sentences Lawyer Who Pled Guilty to a Record-Length Twelve Years For Insider Trading – Longer Than Raj Rajaratnam

By Porter Wright on
On Monday, June 4, 2012, New Jersey Federal Judge Katharine Hayden sentenced Matthew Kluger (a former associate at several prominent law firms) to twelve years in prison for his role in a insider trading scheme. One of his co-conspirators, Garrett Bauer (a Wall Street trader), received a nine-year sentence. On Tuesday, June 5, 2012, Judge … Continue Reading

FBI Releases Its Financial Fraud Report Highlighting Corporate Fraud Cases, As Well As An Increase In Securities And Commodities Fraud Cases

By Porter Wright on
On Monday, February 27, 2012, the FBI released its latest Financial Crimes Report to the Public, which provides a snapshot of the issues on which it has focused. The Bureau stated that in fiscal year 2011, corporate fraud cases resulted in 242 indictments or informations and 241 convictions. During the same period, the FBI’s securities/commodities … Continue Reading

New York Times Article Finds Hundreds of Instances When the SEC Waives Certain Sanctions For Big Wall Street Institutions

By Porter Wright on
An article in today’s New York Times reports that over the last decade a number of large Wall Street companies, including JPMorganChase, Goldman Sachs and Bank of America, have avoided certain punishments specifically aimed at fraud cases and continued to have certain advantages reserved for the most dependable companies. According to Edward Wyatt’s article, there … Continue Reading

SEC Announces Division of Enforcement Statistics For the Fiscal Year: A Record Number of Actions Were Filed

By Porter Wright on
On Wednesday, November 9, 2011, the SEC issued a Press Release announcing that it had filed 735 enforcement actions in the fiscal year ending September 30, 2011, touting it as the "most enforcement actions filed in a single year." The Commission also highlighted the fact that "more than $2.8 billion in penalties and disgorgement [was] … Continue Reading

Recent Articles Discuss Two Trends in Securities Enforcement: Increasing Sentences in Insider Trading Cases and the Possible End of An Era in Backdated Options Cases

By Porter Wright on
A pair of articles appeared this week that traced trends in particular areas of securities enforcement. The Wall Street Journal presented data showing an increase in the length of sentences in insider trading cases over the last eighteen years. A second article which appeared in Corporate Counsel suggested that the SEC’s settlement of a case … Continue Reading

Porter Wright E-Book on FCPA Developments Now Available

By Porter Wright on
The Federal Securities Law Blog is pleased to announce its first e-Book: The "New Era" of FCPA Enforcement and How Defendants Are Fighting Back. The e-Book discusses recent developments in three FCPA cases being litigated: the Lindsey Manufacturing case, the Carson case (both pending in California) and the "Shot Show" or FCPA Sting case (tried … Continue Reading
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