Companies today are faced with the complex challenge of providing quality guidance to the marketplace while simultaneously avoiding the scrutiny of the SEC and the plaintiffs’ bar. The pressure to increase transparency—coupled with the threat of regulatory and shareholder litigation—means that companies must walk a fine line between disclosing too much information and providing insufficient […]
Regulatory Enforcement
Posted inBoards & Shareholders
WorldCom, Enron Settlements Could Yield Tougher Directors
Company board members have escaped the punishment meted out to executives and sometimes their lawyers and accountants for corporate fraud. Until now. Earlier this month former directors at WorldCom and Enron agreed to pay millions to settle shareholder lawsuits. Though the cases themselves are separate and the circumstances differ, both settlements mark a watershed event […]
Posted inRegulatory Enforcement
Impact Of SOX 804 Decision Unclear, May Be Broad
As we reported last year, the Second U.S. Circuit Court of Appeals in New York recently ruled against the retroactive application of Sarbanes-Oxley Section 804, which is the provision extending the statute of limitations on securities fraud cases. Before Sarbanes-Oxley, shareholders needed to file securities fraud claims within one year of discovering the fraud, and […]
Posted inEthics & Culture
SEC’s ‘Up-The-Ladder’ Claims In TV Azteca Case Overstated?
The Securities and Exchange Commission’s filing of civil fraud charges against TV Azteca on Jan. 4 appears to be the first enforcement action implicating the “up-the-ladder” attorney-reporting requirements of Sarbanes-Oxley. However, the case also highlights the fact that, at present, there is no requirement that the SEC be told of a corporation’s non-compliance with the […]
Posted inRegulatory Enforcement
Supreme Court Strikes Down Federal Sentencing Guidelines
In a fractured opinion released this morning in United States vs. Booker and United States vs. Fanfan, the United States Supreme Court struck down the 17-year-old federal sentencing guidelines, reducing them to advisory rather than mandatory status. The business community has been anxiously awaiting the Court’s decision to assess the impact on the federal sentencing […]
Posted inRegulatory Enforcement
Compliance Programs Should Upgrade To New Standard
As most public company executives already know, The United States Sentencing Commission’s revised federal sentencing guidelines, which have been effective since Nov. 1, require businesses to maintain “effective” compliance programs that prevent and detect violations of law. And just as many companies were diligently altering their compliance programs to meet the amendment’s new requirements, the […]
Posted inBoards & Shareholders
Court Issues Ruling Regarding Statute Of Limitations
A Federal Appeals Court ruled that lawsuits can’t be brought in cases where the statute of limitations expired before the Sarbanes-Oxley Act became law on July 30, 2002. Section 804 of the landmark legislation had extended the statute of limitations for federal securities fraud to the earlier of two years after the discovery of the […]
Posted inRegulatory Enforcement
Six Steps For Preserving, Producing E-Records In Litigation
Over the past few years, businesses increasingly have moved away from paper record-keeping to electronic information management systems. Despite that, the legal system has been slow to account for this electronic revolution. A committee advising federal courts whether to update their rules recently issued a report after five years of study, and judges around the […]
Posted inEthics & Culture
Lines Blur Between Law Firms, Public Relations Practices
In April of this year, The Wall Street Journal ran an unfavorable article about $349.2 million NovaStar Financial, claiming that the subprime mortgage lender had purportedly failed to comply with state licensing rules. The article led to a 30 percent stock-price dip, a class action suit, and an informal inquiry by the SEC—all in the […]
Posted inEthics & Culture
Lessons From The First SOX Whistleblower Cases
The whistleblower protections contained in the Sarbanes-Oxley Act of 2002 are already creating a groundswell of employee complaints, with more than 300 whistleblowers claiming their employers retaliated against them for their allegations of corporate misconduct. While only a handful of claims to date have been decided on their merits, they offer important cautionary tales for […]
