Throughout the week over at Securities Docket, I highlight the most interesting columns and blog posts from around the web (on the subjects of SEC enforcement and securities litigation). Here is a digest of my picks for the week ending February 5:
More About D&O Insurance Coverage for Special Litigation Committee Expenses ( Jeff Kiburtz and Cindy Forman, The D & O Diary)
The D&O Diary | February 5, 2010
Having recently ended an unusual week straight of rain in normally sunny Los Angeles, the saying "when it rains it pours" comes to mind. This phrase aptly describes the situation in which many companies find themselves when revelations of accounting irregularities or other alleged misconduct surface - first there is a story in the press, then a letter indicating the SEC opened an informal investigation, next a DOJ subpoena, and, sometime during this period, the company's stock drops and a shareholder makes a demand for an investigation or forgoes the demand and files a derivative suit. The response to this downpour is immediate and expensive.
BofA Settles with SEC Over Merger Disclosures: Novel Governance Reforms Included (Broc Romanek, TheCorporateCounsel.net Blog)
TheCorporateCounsel.net Blog | February 5, 2010
Yesterday, the SEC announced that it has settled its two actions against Bank of America regarding alleged disclosure deficiencies in connection with BofA's acquisition of Merrill Lynch (one action regarding bonus amounts; the other over operating losses). Not only will BofA pay $150 million to the SEC (to be distributed to harmed shareholders), it will adopt seven governance reforms - if Judge Rakoff approves the settlement (he rejected a $33 million settlement last September).
I know there have been a number of "governance by gunpoint" settlements driven by judges over the past decade, where institutional investor plaintiffs obtained governance reforms from companies whom they had sued and then settled. But is this something new for the SEC?
SEC's Khuzami Needs Results After Biggest Overhaul in 30 Years (Joshua Gallu and David Scheer, BusinessWeek)
Business Week | February 5, 2010
In less than a year as head of the Securities and Exchange Commission's enforcement division, Robert Khuzami has led the agency's biggest overhaul in at least three decades. This year will show whether he succeeded in restoring the SEC's credibility as Wall Street's sheriff.
Paying a Bribe with Zero (Doug Cornelius, Compliance Building)
In India, petty corruption is pervasive. Its citizens often face situations where they are asked to pay bribes for public services that should be provided free. The 5th Pillar is advocating for paying the bribe with a zero-rupee note as a polite way of saying "no."
Trial Lawyers Contribute, Shareholder Suits Follow (Mark Maremont, WSJ)
The Wall Street Journal | February 3, 2010
It is legal for lawyers, like anyone else, to give campaign money to politicians. But questions arise when the politicians are local officials with influence over the selection of legal counsel for shareholder lawsuits filed by public pension funds, a role that can be lucrative.
A Wall Street Journal analysis documented the extent of campaign giving by plaintiffs' law firms specializing in shareholder litigation.
Take Five: What to Expect from the SEC in 2010 (Boardmember.com)
Boardmember.com | January 30, 2010
The Securities and Exchange Commission Division of Enforcement has been reorganized with an eye toward fighting corporate corruption. New speciality units have been created to focus on asset management, market abuse, and the Foreign Corrupt Practices Act, to name a few. Corporate Board Member asked Mark K. Schonfeld, former director of the SEC's New York regional office and current partner at Gibson, Dunn & Crutcher, what the most significant developments are, what those developments might mean for board members, and what he predicts for SEC enforcement actions in the coming year.