Tag: Karen Woody

Categories
The ESG Report

Karen Woody on SEC Rule-Making Procedures and ESG Rules Criticism


 
Tom Fox is back for a new episode of The ESG Report. He’s joined by Professor Karen Woody, and they go inside the SEC to take a look at the process and procedure, as well as the arguments made against the recently proposed rule around ESG. 
 

 
The Proposal Process 
“These rules aren’t just picked from the sky,” Karen explains. There are a number of people at the SEC who come together to devise these rules, with a lot of time being spent working through the proposal process. After the rule is written, the public has 60 days to comment on it, and once this period ends, the SEC takes these comments under advisement to promulgate a final rule. 

Challenging the Dissent
Karen points out that in the past, there has always been dissent whenever a rule was proposed in the SEC. However, the recent presence of dissent at almost every turn in the commission has created what feels like a very political space that – according to Karen – isn’t doing anyone any favors. 
A major argument that was raised is that promoting rules about climate does not lie within the SEC’s scope of authority. Karen disagrees; she states, “It would be hard to find an industry that won’t be touched by a climate event,” citing the many corporate sectors that would be negatively affected should a climate emergency occur. 
Another big point of issue was that investors don’t care about ESG. To rebut this, Karen brings up the Conflict Minerals Regulation, and how it is the perfect counterpoint to ESG. ESG is an investor-led movement, because people do want to know how green companies are. 
 
Challenging a Final Rule 
The procedure of challenging an SEC rule once it becomes final differs depending on where the challenge comes from. “The SEC is its own mini country,” says Karen, because they write and enforce their own rules, and the commission has its own court with an appointed administrative law judge. She explains the legal process that is involved with filing a lawsuit against the Securities and Exchange Commission should one wish to challenge a final rule, which involves answering to their administrative law judge, and eventually to an Article III court. 
 
RESOURCES 
Tom Fox’s email
Karen Woody | LinkedIn | Twitter
 

Categories
Compliance Week Conference Podcast

Karen Woody on Board Evolution on the Role of Compliance


In this episode of the Compliance Week 2022 Preview Podcasts series, Karen will discuss some of my presentation at Compliance Week 2022 “Board Evolution”. Some of the issues she will discuss in this podcast and her presentation are:

  • Delve into the evolution of the Caremark doctrine requiring Boards to oversee compliance and explore where the courts and regulators are headed
  • Discuss best practices in managing up to the board, including reporting
  • Examine how to best educate boards and engage them in effective oversight, and what compliance’s role is in that

In this first full compliance conference in over 2 years, I hope you can join me at Compliance Week 2022. This year’s event will be May 16-18 at the JW Marriott in Washington DC. The line-up of this year’s event is simply first rate with some of the top ethics and compliance practitioners around.

Gain insights and make connections at the industry’s premier cross-industry national compliance event offering knowledge-packed, accredited sessions and take-home advice from the most influential leaders in the compliance community. Back for its 17th year, compliance, ethics, legal, and audit professionals will gather safely face-to-face to benchmark best practices and gain the latest tactics and strategies to enhance their compliance programs. and many others to:

  • Network with your peers, including C-suite executives, legal professionals, HR leaders and ethics and compliance visionaries.
  • Hear from 75+ respected cross-industry practitioners who are CEOs, CCOs, regulators, federal officials, and practitioners to help inform and shape the strategic direction of your enterprise risk management program.
  • Hear directly from the two SEC Commissioners and gain insights into the agency’s areas of enforcement and walk away with guidance on how to remain compliant within emerging areas such as ESG disclosure, third-party risk management, cybersecurity, cryptocurrency and more.
  • Bring actionable takeaways back to your program from various session types including ESG, Human Trafficking, Board obligations and many others for you to listen, learn and share.
  • The goal of Compliance Week is to arm you with information, strategy and tactics to transform your organization and your career by connecting ethics to business performance through process augmentation and data visualization.

I hope you can join me at the event. For information on the event, click here. As an extra benefit to listeners of this podcast, Compliance Week is offering a $200 discount off the registration price. Enter discount code discount code TFLAW $200 OFF.

Categories
Compliance Into the Weeds

SEC Proposed Rules on Disclosure of Cyber Breaches

Compliance into the Weeds is the only weekly podcast which takes a deep dive into a compliance related topic, literally going into the weeds to more fully explore a subject. This week, Matt and Tom are joined by Karen Woody and Jonathan Marks to consider the SEC’s recent proposed rules for disclosure of cyber breaches. Highlights include:

·      What was in the proposals? The 60-day comment period is running.

·      The 4-day disclosure requirement for material breaches.

·      The corporate governance issues around Board reporting.

·      What is the SEC trying to accomplish?

·      Should your company have a cyber-risk committee? If so, who should be on it.

Categories
Everything Compliance - Shout Outs and Rants

Everything Compliance – Shout Outs and Rants from Episode 98


In this episode of Shout Outs and Rants, we submit the following for your consideration:

1. Jay Rosen rants the Academy of Motion Picture snubbing of the Director of Dune for Best Director when the picture won 6 other Oscars.

2. Matt Kelly shouts out to the Golden Raspberry Foundation, who award the ‘Razzie’s’ for withdrawing their previously created award of Worst Performance by Bruce Willis in a Bruce Willis movie after the actor retired due to Aphasia.

3. Jonathan Armstrong shouts out to Tina Turner for advancing the cause of GDPR and explaining once and for all time ‘what’s love got to do with it.’

4. Karen Woody shouts out to the magic of Harry Potter World in Orlando have what she described as ‘awesome’ roller coaster rides, well worth the 3-hour wait in line.

5.Tom Fox rants Academy of Motion Picture Arts and Sciences for their incompetent response to Will Smith slapping Chris Rock at the Oscars and reminds us that workplace violence is never acceptable. 

The members of the Everything Compliance are:

  • Jay Rosen– Jay is Vice President, Business Development Corporate Monitoring at Affiliated Monitors. Rosen can be reached at JRosen@affiliatedmonitors.com
  • Karen Woody – One of the top academic experts on the SEC. Woody can be reached at kwoody@wlu.edu
  • Matt Kelly – Founder and CEO of Radical Compliance. Kelly can be reached at mkelly@radicalcompliance.com
  • Jonathan Armstrong –is our UK colleague, who is an experienced data privacy/data protection lawyer with Cordery in London. Armstrong can be reached at armstrong@corderycompliance.com
  • Jonathan Marks is Partner, Firm Practice Leader – Global Forensic, Compliance & Integrity Services at Baker Tilly. Marks can be reached at marks@bakertilly.com

The host and producer, ranter (and sometime panelist) of Everything Compliance is Tom Fox the Voice of Compliance. He can be reached at tfox@tfoxlaw.com. Everything Compliance is a part of the Compliance Podcast Network.

Categories
FCPA Compliance Report

Karen Woody on Elon Musk Attack on SEC Consent Decree

In this episode of the FCPA Compliance Report, I am joined by Professor Karen Woody from Washington & Lee Law School. We discuss the recent filing by attorneys for Elon Musk and Tesla to revoke the previously agreed to Consent Decree over his 2018 tweets about taking Tesla private at $420 per share and then withdrawing it a week later. Highlights in include:

·      What is the legal basis for the Motion?

·      Can a court hear an equitable claim for a regulatory consent decreed?

·      What is the remedy Musk is seeking?

·      What about his $20MM fine, which has been paid?

·      Is the SEC harassing Musk for alleging violations of the Consent Decree?

        Resources

Motion to Terminate Consent Decree

Categories
Classroom Insiders

Acknowledging Misappropriation Theory


 
Andrew Pompa is 2L at Washington and Lee University with a background in economics and finance. Though his career path is undecided, he is very interested in securities regulation and insider trading. In this episode of Classroom Insiders with Professor Karen Woody, Andrew explores how misappropriation theory became legitimized by the court as a proper theory. 
 

 
Andrew shares the differences between misappropriation theory and the classical theory of insider trading. In the classical theory, liability is premised on a breach of fiduciary duty, whereas misappropriation premises liability on a breach of confidentiality in a way that encapsulates people who would be deemed corporate outsiders. Carpenter v. SEC paved the way for the court’s acknowledgement of misappropriation theory.
 
Carpenter was an individual who received information from a Wall Street Journal reporter and traded it to stockbrokers, making roughly $690,000. The SEC successfully argued in the lower court that Carpenter and his accomplices breached a duty of confidentiality towards Wall Street Journal on the premise of misappropriation theory. 
 
Resources
Karen Woody on LinkedIn
 

Categories
Classroom Insiders

Exploring Misappropriation Theory


 
Derek is 2L at Washington and Lee University with a background in K-9 search and rescue in California. He now balances being a law student, pet owner for a retired working dog, husband, and father. In this episode of Classroom Insiders, Derek discusses misappropriation theory and how it came about. 
 

 
Justice Powell believed that the idea of equal access to information was not practical in relation to reality. While it may have been the ideal, the disclose-or-abstain rule was not a pragmatic approach to regulating insider trading, as no one would ever have equal access to information across the board. Powell expressed this in his ruling, arguing that if equal access to information was required, there wouldn’t be many people trading.
 
According to Justice Powell, misappropriation theory was an extension of insider trading regulation that was beyond of the SEC’s authority and the existing understanding of insider trading regulation. Unfortunately, he retires after convincing some of his colleagues to vote against it. As he was no longer on the bench, he could not contribute to the tied 4-4 voting results, so the Second Circuit’s opinion stood by default.
 
Resources
Karen Woody on LinkedIn
 

Categories
FCPA Compliance Report

Karen Woody on JPMorgan and Nikola SEC Enforcement Actions


In this episode of the FCPA Compliance Report, I am joined by Professor Karen Woody. We discuss the recent SEC enforcement actions involving JPMorgan and Nikola which were announced in December 2021. Highlights of this podcast include:

  1. Background on both cases.
  2. Why was the SEC so excised with JPMorgan?
  3. What are the broader lessons for the Compliance Professional?
  4. Compliance Consultant or Monitor or both?
  5. Nikola and the trouble with SPACs?
  6. What is the intersection of puffing, faking it til you make it and illegal conduct?
  7. SPACs and Due Diligence.
  8. Could Nikola change the SEC approach to SPACs?
  9. From visionary to founder to CEO of a public company?
  10. The shadow of Elizabeth Holmes?

Resources-Tom on the FCPA Compliance and Ethics Blog
JPMorgan
Nikola

Categories
Everything Compliance

Episode 91, the Year End Review Edition


Welcome to the only roundtable podcast in compliance. The entire gang was also thrilled to be honored by W3 as a top talk show in podcasting. In this episode, we have the sextet of Karen Woody, Jonathan Armstrong, Matt Kelly, Jonathan Marks, and Jay Rosen, with host Tom Fox also weighing in on this episode. We also discuss our favorite story of 2021. We end with a veritable mélange of shouts outs and rants.

1. Karen Woody reviews the increase in SEC enforcement that the regulators have told us throughout the year that is coming. Karen shouts out to starting early Emmy buzz for Ted Lasso.

2. Jay Rosen reviews the Activision imbroglio from the missteps of the CCO to the disseminations of the CEO. Rosen shouts out to civility.

3. Matt Kelly reviews the latest iteration of ransomware attacks and contrasts it with data privacy breaches from the past. Kelly shouts out to the NJ sandwich shop Hometown International, which with $35K in annual sales resulting in a $100MM market cap evaluation.

4. Jonathan Armstrong goes back to consider the long running soap opera, sage and story that is Carlos Ghosn and Nissan. Armstrong shouts out to who show true leadership in a crisis and the Spirit of Christmas.

5. Jonathan Marks reviews the increase Caremark duties for Boards of Directors coming out of the Delaware courts. Marks expands on his rant about Hall of Fame horse trainer Bob Blaffert.

6. Tom Fox reviews the year in ESG and why compliance is the most well-suited corporate function to lead a corporate ESG effort. shouts out to John Lee Dumas, who as a college senior on 9/11, knew that night he was going to war, and to all the men and women who served in combat in America’s 20-year war in Iraq and Afghanistan.   

The members of the Everything Compliance are:
•       Jay Rosen– Jay is Vice President, Business Development Corporate Monitoring at Affiliated Monitors. Rosen can be reached at JRosen@affiliatedmonitors.com
•       Karen Woody – One of the top academic experts on the SEC. Woody can be reached at kwoody@wlu.edu
•       Matt Kelly – Founder and CEO of Radical Compliance. Kelly can be reached at mkelly@radicalcompliance.com
•       Jonathan Armstrong –is our UK colleague, who is an experienced data privacy/data protection lawyer with Cordery in London. Armstrong can be reached at jonathan.armstrong@corderycompliance.com
•       Jonathan Marks is Partner, Firm Practice Leader – Global Forensic, Compliance & Integrity Services at Baker Tilly. Marks can be reached at jonathan.marks@bakertilly.com
The host and producer, ranter (and sometime panelist) of Everything Compliance is Tom Fox the Voice of Compliance. He can be reached at tfox@tfoxlaw.com. Everything Compliance is a part of the Compliance Podcast Network.

Categories
Everything Compliance

Episode 90, the Happy Holidays Edition


Welcome to the only roundtable podcast in compliance. The entire gang was also thrilled to be honored by W3 as a top talk show in podcasting. In this episode, we have the quartet of Karen Woody, Jonathan Armstrong, Matt Kelly and Jay Rosen. We end with a veritable mélange of shouts outs and rants.

1. Karen Woody looks at a recent panel of two consisting of the current and most recent chair of the SEC, Gary Gensler and Jay Clayton respectively. Karen shouts out to the Indianapolis Motor Speedway.

2. Jay Rosen considers telemedicine and telehealth coming out of the pandemic. Rosen rants about Tampa Bay receiver Antonio Brown who misrepresented his vaccination status by presenting a fraudulent shot card to the Bucs.

3. Matt Kelly looks at recent imbroglios involving SPACs, their inherent conflicts of interest and corporate governance issues. Kelly has a Shout Out to the Women’s Tennis Association for their pulling their tennis tournaments out of China in the wake of the Chinese government’s treatment of Peng Shuai after she raised issues of sexual harassment against a high-ranking Party member.

4. Jonathan Armstrong takes look at a recent UK data privacy enforcement action against the UK government due to the release of Personal Identifiable Information. Armstrong shouts out to the EU Public Prosecutors Office.

5. Tom Fox has his first dual rant/shout out. He rants about MLB locking out the players, particularly the inanity of doing so during the offseason. He shouts out to Houston Chronicle sports columnist Brian Smith for editorializing that MLB should use this time to fix the game of baseball, instead of trying to simply save a few pennies.  

The members of the Everything Compliance are:
•       Jay Rosen– Jay is Vice President, Business Development Corporate Monitoring at Affiliated Monitors. Rosen can be reached at JRosen@affiliatedmonitors.com
•       Karen Woody – One of the top academic experts on the SEC. Woody can be reached at kwoody@wlu.edu
•       Matt Kelly – Founder and CEO of Radical Compliance. Kelly can be reached at mkelly@radicalcompliance.com
•       Jonathan Armstrong –is our UK colleague, who is an experienced data privacy/data protection lawyer with Cordery in London. Armstrong can be reached at jonathan.armstrong@corderycompliance.com
•       Jonathan Marks is Partner, Firm Practice Leader – Global Forensic, Compliance & Integrity Services at Baker Tilly. Marks can be reached at jonathan.marks@bakertilly.com
The host and producer, ranter (and sometime panelist) of Everything Compliance is Tom Fox the Voice of Compliance. He can be reached at tfox@tfoxlaw.com. Everything Compliance is a part of the Compliance Podcast Network.