Day: December 31, 2021

Categories
Classroom Insiders

Narrowing the Scope of Disclose or Abstain Rule Violations


Staats Smith was a judicial intern with the Delaware Chancery Court this past summer, and plans to work with one of the large Delaware firms during the next. He is a 2L student at Washington and Lee. In this episode of Classroom Insiders, Staats talks about the pivotal case of Dirks v. SEC.

Chiarella was an employee for a financial printing publication, which was used by the company to disclose their material nonpublic information. To avoid premature disclosure, the company developed a code to prevent its employees from trading on the information before it went public. However, Chiarella was able to crack the code, and made hefty profits on his trades as he was always leading it before the news broke. He was convicted for violating the disclose-or-abstain rule by the District Court, which was affirmed by the Second Circuit. Justice Powell decided to reverse the conviction; it was in his view that Chiarella owed no duty to the sellers or shareholders, as he was not an insider or a fiduciary.
Any fiduciary relationship Chiarella had with his employer was not considered due to the application of a judicial waiver, Staats claims; an argument not briefed or argued is deemed waived. The theory of misappropriation was not brought up at all in the District Court, so it could not even be considered on review.
Resources
Karen Woody on LinkedIn 

Categories
This Week in FCPA

Episode 283 – the Tribute to Madden and Harry edition


With Jay on a holiday assignment, Tom is joined by Mike Volkov to look at some of the week’s top compliance and ethics stories this week in the Tribute to Madden and Harry edition.
Stories
1.     We lost two greats this week, one in sports and gaming and one from politics. John Madden and Harry Reid. Tom and Mike reflect.
2.     No poaching in the Defense Industry. Jay DeVecchio and Lisa Phelan in a MoFo Client Alert.
3.     What is a ‘Bump Up’ provision in an E&O policy. Barry Buchman and Michael Scanlon in D&O Diary.
4.     Reflections on 2021 in Compliance. Lisa Schor Babin in CCI.
5.     Should lawyers file SARs? Jason Morris in Compliance Week (sub req’d).
6.     Fraud in the taxi business? (This is my shocked face.) Matt Kelly in Radical Compliance.
7.     Making ESG 2nd nature in asset allocation. Sara Rosner and Jess Gaspar in Harvard Law School Forum on Corporate Governance.
8.     An app for ESG investment. Lawrence Heim in PracticalESG.
9.     Thoughts for the Board from 2021. Marty Lipton in Harvard Law School Forum on Corporate Governance.
10.  Tom and Mike look back at 2021 in compliance. Tom in FCPA Compliance and Ethics Blog.
 Podcasts 
11.  Want some fun? Join Tom and One Stone Creative co-founder Megan Dougherty for an exploration of the full MCU. In their most recent posting, check out Episode 3, Iron Man.
12.  In December on The Compliance Life, I visit with Matt Silverman, Director of Trade Compliance at VIAVI. Matt is the first Trade Compliance Director I have hosted on TCL. In Part 1, Matt details his academic career and early professional life. In Part 2, Matt moves into trade compliance. In Part 3, Matt moves into the Director’s chair. In Episode 4, Matt looks down the road for trade compliance.
13.  The Compliance Podcast Network welcomes Professor Karen Woody and her new podcast, Classroom Insider. In this most unique pod, Karen interviews some of her student to tell the history of insider trading. Check out Episode 1 where they discuss the history of insider trading. In  Episode 2, the disclosure or abstain rule. On Episode 3, they will take up narrowing the scope of the disclose or abstain rule.
14.  On EMBARGOED!, Brian and Tim run through a Lightning Round-style discussion of the top economic sanctions and export controls stories of 2021.
15.  Looking to enhance your compliance program? Check out 31 Days to a More Effective Compliance Program returns, which runs for the month of January, from January 1 to January 31. Available on the Compliance Podcast Network, Megaphone, iTunes, and all other top podcast platforms.
Tom Fox is the Voice of Compliance and can be reached at tfox@tfoxlaw.com. Mike Volkov is the founder of the Volkov Law Group and can be reached at mvolkov@volkovlaw.com.

Categories
Daily Compliance News

December 31, 2021 the Fog Ahead Edition


In today’s edition of Daily Compliance News:

  • Legislation to take on Amazon productivity algorithms. (Bloomberg)
  • Delaware court rulings that will shape M&A in 2022. (Reuters)
  • Deutsche Bank fined by German regulators for poor internal controls. (WSJ)
  • Foggy regulations challenge crypto. (WSJ)
Categories
Blog

Introducing the January 2022 Podcast Series – 31 Days to a More Effective Compliance Program

I have always striven to provide my readers and listeners with the most up-to-date information on what goes into a best practices compliance program. To that end, beginning January 1, and for the next 31 days, I will be exploring the best way to more fully operationalize a compliance program using these resources. The podcast series will provide the compliance practitioner with a thorough grounding in the key aspects of a best practices compliance program based on the latest information from the regulators. Each day I will highlight a new topic based upon the information we learned on compliance programs in 2021. If you are starting out to design, create and implement a best practices compliance program, this series will give you the basics. If you are looking for the most current thinking on how to enhance your compliance program, this series will also benefit you as well.
I hope you will join me as we engage in 31 days to a more effective compliance program. It will be available on the FCPA Compliance Report, iTunes, YouTube and JDSupra.