In today’s edition of Daily Compliance News:
· Why is Gotham City so corrupt? (MovieWeb)
· SEC announces climate change risk disclosure regs. (Kerrville Daily Times)
· Anti-corruption judge from Guatemala resigns and flee country. (NBC)
· Sunny Balwani trial begins. (WSJ)
Tag: SEC
In today’s edition of Daily Compliance News:
- Ethisphere announces 2022 World’s Most Ethical Companies. (Ethisphere Press Release)
- Interpol has new center to fight financial crimes. (OCCRP)
- SEC Commissioner Lee to step down. (Reuters)
- Big 4 under regulatory scrutiny. (WSJ)
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
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
Jay returns from the assignment with some observations on the ABA White Collar Conference and looks at some of the week’s top compliance and ethics stories in the Remember the Alamo edition.
Stories
- Should lawyers represent all stakeholders before the SEC? Matt Kelly in Radical Compliance. Tom and Matt in Compliance into the Weeds.
- Lessons learned from a corrupt Olympics: Andy Spalding and Danny Hales in the FCPA Blog.
- How does a corporate culture become corrupt? Tom Bussen and Nitish Singh in CCI.
- Corruption in the Russian military. Matthew Stephenson in GAB.
- MTS agrees to extend monitorship for one year. Dylan Tokar in WSJ Risk and Compliance Journal.
- Why is data minimization so critical? Debevoise lawyers in Compliance and Enforcement.
- Elon Musk wants out of his Consent Decree with the SEC. Dean Seal in Law360 (sub req’d)
- A stark warning on corporate cooperation. Wachtel Lipton lawyers in Harvard Law School Forum on Corporate Governance.
- Mike Volkov on the force multiplier of ethics and sustainability. Crime Corruption and Compliance.
- NFTs and the SEC. Francine McKenna in The Dig (sub req’d)
Podcasts and More
- In March on The Compliance Life, I visited with Audrey Harris, Managing Director at AMI, formerly CCO at BHP. In Part 1, she discusses her academic background and early professional career. In Episode 2, Audrey moves to the CCO chair at BHP.
- Tom and Megan Dougherty are back with 2 more episodes of the MCU series. The Winter Soldier and Guardians of the Galaxy Part 1.
- David Simon returns for another session of his journey through the Oxford MBA Program on A Yank at Oxford.
- Tom visits with Hill Country lawyer Craig Wolcott on The Hill Country Podcast.
- Highlights from the ABA White Collar Conference.
Tom Fox is the Voice of Compliance and can be reached at tfox@tfoxlaw.com. Jay Rosen is Mr. Monitor and can be reached at jrosen@affiliatedmonitors.com.
In today’s edition of Daily Compliance News:
· Matthew Stephenson speaks. (Harvard Law Today)
· Black Panther movie director arrested for ‘banking while black’. (BBC)
· Sunny Balwani trial to begin. (WSJ)
· SEC proposes 4-day notice requirement for cyber breach. (Reuters)
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
As Russia invades Ukraine, Tom and Jay settle in and are back looking at some of the week’s top compliance and ethics stories this week in the Russia Invades edition.
Stories
- What Russia invasion could mean for corporate governance. Michael Peregrine in Forbes.com. What do sanctions mean for US companies? Jaclyn Jaeger in Compliance Week (sub req’d)
- Why is subculture audits so critical? Vera Cherepanova explains in the FCPA Blog.
- KT Corp. settles FCPA enforcement action. Tom (FCPA Compliance and Ethics Blog) and Mike Volkov (Corruption Crime and Compliance) both have 3-part series. Matt Kelly’s take in Radical Compliance. Tom and Matt in Compliance into the Weeds.
- National Cryptocurrency Enforcement Team and what it means. Kathleen McDermott and Mark Krotoski in CCI. David Smagalla in WSJ Risk and Compliance Journal.
- How Credit Suisse facilitated crime, corruption, and dictators. Jessie Drucker and Ben Hubbard in the New York Times.
- Why diversity on investigation teams matters. Karin Portlock and Jabari Julien in Compliance and Enforcement.
- Could small-cap directors & officers could face ESG liability. Lawrence Heim in practicalESG.
- Global trends in corporate governance for 2022. Richard Fields, Rusty O’Kelley III, and Laura Sanderson, in Harvard Law School Forum on Corporate Governance.
- Roger Ng trial in danger of collapse due to prosecution ‘inexcusable error .’Stewart Bishop in Law360. (sub req’d)
- Using the FCPA to fight the demand side of bribery. Matthew Stephenson in GAB.
Podcasts and More
- In February on The Compliance Life, I visited with Ellen Smith, a former Director of Trade Compliance who recently started her consulting firm. In Part 1, she discussed her academic background and early professional career. In Part 2, Ellen discussed her move in-house. In Part 3, Ellen discusses being a part of the Compliance Dream Team at Weatherford. In Part 4, Ellen moves into the world of consulting.
- On the FCPA Compliance Report, Tom began a 2-part series with Trade Compliance guru Matt Silverman on possible Russia sanction (Part 1) and the corporate response (Part 2). Part 2 posts Monday, February 28.
- CCI releases a new e-book from Mike Volkov, “Compliance Culture Revolution .”Available free from CCI.
- Gwen Hassan has a special 2-part pod series on Hidden Traffic with Jeff Bond, from the Global Fund to End Modern Slavery, on the impact of climate change on modern slavery. Part 1 and Part 2.
- Are you a Star Wars fan? How about an uber-Geek? You will love the 5-part series on Science of Star Wars in the Greeting and Felicitations podcast series on the Compliance Podcast Network if you are either or both. In this series, Tom visits astrophysicist Dr. Ben Locwin on the following topics: Episode 1-Traveling in Hyperspace, Episode 2-Fighting with a Light Saber, Episode 3-Mechanical Prosthetics, Episode 4-Cyborgs, and Robots and Episode 5- Death Star. It is a ton of fun, and you will love it.
Tom Fox is the Voice of Compliance and can be reached at tfox@tfoxlaw.com. Jay Rosen is Mr. Monitor and can be reached at jrosen@affiliatedmonitors.com.
