Categories
Compliance Into the Weeds

High Calories Compliance Lessons from Kraft Foods


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 take a deep dive the recent SEC enforcement action involving Kraft Foods. While the subject matter of the enforcement action was fraudulent expense recognition, it turns out the real culprit was a corrupt culture. Some of the issues we consider are:
·      What were the underlying facts?
·      What does tone at the top really mean?
·      How does management cost cutting mantra lead to corruption?
·      Why is incentive based comp so deterius?
·      What did SEC Commissioner Crenshaw say about this enforcement action?

Resources

Matt in Radical Compliance

Food For Thought From Kraft Foods

Categories
Daily Compliance News

September 1, 2021 the Business Travel edition


In today’s edition of Daily Compliance News:
·       Adrienne Harris picked to lead DFS. (WSJ)
·       SEC sanctions firms for email break-ins.  (WSJ)
·       Is business travel doomed? (Bloomberg)
·       What’s in your solar panel supply chain? (WaPo)
 

Categories
FCPA Compliance Report

Karen Woody on Comings and Goings at the SEC

In this Episode of the FCPA Compliance Report, I am joined by Professor Karen Woody to look at the current state of the SEC in the Biden Administration. Highlights of this podcast include:

A.    SEC-Early Impressions

  1. SEC debate in the public arena between the commissioners.
  2. Early impressions of SEC Chair Gensler.
  3. What are some of the top priorities you have seen so far from the SEC?
  4. Has new enforcement life been breathed into the SEC?

B.     Specific Topics

  1. Where will SEC enforcement go on SPACs? Will Lordstown Motors be a harbinger or simply just another accounting fraud?
  2. Non-bribery FCPA enforcement under books and records/internal control provisions. Does Tandy Leather continue this trend?
  3. What, if any role will SEC have in crypto regulation as a commodity? Or is it a financial instrument of some type?
  4. What other areas you are watching from the SEC for either guidance or enforcement?

C.     Into the Future

  1. How, if any has the Coronavirus health crisis changed the SEC’s approach?
  2. When might we see the SEC under Gensler start to hit its stride?
Categories
Compliance Kitchen

SEC Whistleblower Award


In this episode, we look at the SEC’s awards to whistleblowers of over $4M and a recent update from the US Customs as they issue a Withhold Release Order on foreign origin products due to forced labor harvesting practices.

Categories
The ESG Report

The SEC and ESG with Karen Woody


 
Tom Fox welcomes Karen Woody, Assistant Professor of Law at Washington and Lee University and “uber SEC watcher”, to this week’s episode of the ESG Report. They have an engaging discussion about how the SEC views its role in advancing ESG, and how ESG can impact potential investment opportunities.
 

 
Pushing ESG Forward
The SEC is driving the conversation on ESG disclosures, Karen tells Tom. Their new reporting guidelines on climate risk will be out soon, and they believe there should be more robust reporting in other ESG areas as well. Corporate America should not be surprised, Karen says, as “there’s a very clear link between climate risk and even investor risk and financial risk…” Better reporting will ensure that investors have a better understanding of their investment risk.
 
ESG Overlap
The Exxon shareholder revolt is a great example of how environmental and governance issues can overlap. This case, Karen remarks, “says a lot about governance and activists and the power you can have with what was a very small sliver of control.” Another area of overlap is between social and governance, especially regarding compensation. “It’s an interesting time to be watching this field because it hits on every aspect of life in some ways,” Karen comments. Investors are increasingly looking at ESG as a material factor in deciding where they want to invest.
 
Part of the Total Mix
More investors see ESG as part of the total mix when deciding if an investment is sound. Karen believes that the SEC will move towards more robust ESG reporting standards, but these will be qualitative rather than quantitative. They’re also becoming more strict about enforcement, she tells Tom. Tom asks her to contrast the difference in approach toward ESG between the Trump and Biden administrations. She responds that the ESG is more of a priority under Biden and explains how the SEC is helping to further that agenda.
 
Resources
Karen Woody on LinkedIn | Twitter | Washington and Lee University of Law
 
 

Categories
Compliance Into the Weeds

SEC-SPAC Enforcement Action


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 take a deep dive into the recent SEC enforcement action regarding the SPAC Stable Road Acquisition Corp. and its acquisition of the space technology company Momentus. Some of the issues we consider are:

  • What were the underlying facts?
  • Were red flags missed, consciously avoided or outright ignored?
  • Where was compliance due diligence?
  • Bill Ackerman, Pershing Square Tontine Holdings and the proposed Universal Music acquisition?
  • Diamond Acquisition Corp and its acquisition of Lordstown Motors.

 Resources
Matt in Radical Compliance
The Second Act of SPAC Enforcement

Categories
Compliance Kitchen

SEC Office of the Whistleblower


The Kitchen looks at the SEC’s Office of the Whistleblower and the whistleblower award program and recent awards by the Commission.

Categories
Daily Compliance News

June 28, 2021 the Whistleblower Hosed edition


In today’s edition of Daily Compliance News:

  • SEC denies whistleblower award after company takes bankruptcy. (WSJ)
  • Should CEO pay be tied to ESG targets? (WSJ)
  • TSA to resume self-defense classes for airline crews. (NYT)
  • Johnson & Johnson paying $231MM to settle opioid claims. (BBC)
Categories
Daily Compliance News

June 3, 2021 the States Doing Ethics edition


In today’s edition of Daily Compliance News:

  • How do you solve a problem like Elon? (WSJ)
  • HBO and the Discovery Channel. What could go wrong? (NYT)
  • Illinois passes ethics bill. (Illinois Policy)
  • Ohio gubernatorial candidate proposes corruption reform for Ohio. (Dayton Daily News)
Categories
Coffee and Regs

Mastering the Marketing Rule

Mastering the Marketing Rule

 

In this episode, CSS’s Co-Executive Directors of Compliance Services Keith Marks and Jackie Hallihan sit down to discuss actionable takeaways on implementing the SEC’s new Marketing Rule for registered investment advisers within the next 18 months.

 

 

About Our Guest Speakers:

 

Keith Marks is involved in the management and distribution of Compliance Solutions Strategies’ (CSS) products and services. He works across CSS to find regulatory data and reporting solutions that investment managers need. Keith manages a team of Directors, Consultants and Compliance Managers in CSS’s Compliance Services team who provide consulting, annual compliance program reviews, risk assessments, on-site mock examinations, registration services, and cybersecurity services to institutional wealth managers, private fund managers, retail wealth advisers, and registered investment companies. He also helps coordinate educational conference agendas and speakers. Keith is an author, product contributor, and thought leader. His product contributions have included the design of the Form ADV Part 2 Template distributed to over 6,000 advisers in 2010-12, and his vision of compliance program management built into CSS’s Compliance Management solution. With his colleagues, Keith’s most recent significant publication is “Big Data, Using Data Analytics”, Modern Compliance vol. 2, ch. 23 (2017). Keith joined Ascendant in 2007, and became a part of CSS in 2016. Prior to Ascendant, Keith was an instructor for the Center for Compliance Professionals and Director of Investment Adviser Services at National Regulatory Services (NRS). Keith practiced law previously as an Associate with Day, Berry & Howard LLP (now Day Pitney LLP), a Hartford, Connecticut law firm in 1996-98. Keith served as a law clerk for two years in Connecticut’s Supreme Court and Appellate Court after earning his Juris Doctor degree Magna Cum Laude from Western New England University School of Law and his Bachelor of Arts Magna Cum Laude from the University of Connecticut. He is a member of the State Bar of Connecticut, and is actively involved in raising funds for the Polycystic Kidney Foundation (www.pkdcure.org). Keith served as President of the New England Broker Dealer Investment Adviser Association (NEBDIAA), a non-profit organization, incorporated in 1997, from 2012-17. He has been on the Board of Directors of SOAR Educational Enrichment, Inc. since 2013, and Board Chair since 2015. SOAR is a privately funded 501(c)(3) providing educational enrichment programs to Keith’s local elementary school.


 
Jackie Hallihan is the Co-Executive Director of CSS’s Compliance Services team and has over 25 years’ regulatory and risk management experience. She was the founder of National Regulatory Services (NRS) which started the compliance resource business and served as its President for over 20 years. She also founded the National Society of Compliance Professionals (NSCP), a non-profit organization for compliance officers, staff and lawyers serving the compliance industry. It now boasts over 2000 memberships. Jackie has been a leading speaker to compliance professionals, including in-house training programs and various other industry association conferences, and has received numerous industry awards. Jackie also serves as Director, Clerk of the New England Broker Dealer Investment Adviser Association (NEBDIAA), a non-profit organization, incorporated in 1997. The purpose of NEBDIAA is to provide a forum for the professional exchange of information among investment advisers, broker dealers, and persons who provide services to investment advisers and broker dealers, and to direct communication among its members which will improve their ability to serve the needs of their respective clients. The forum will help NEBDIAA’s members meet the increased regulatory demands placed on investment advisers, broker dealers, and persons who provide services to investment advisers and broker dealers.