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March 1, 2013Joel Androphy, Ashley Gargour

The Intersection of the Dodd-Frank Act and the Foreign Corrupt Practices Act: What All Practitioners, Whistleblowers, Defendants, and Corporations Need to Know

With the enactment of the Dodd-Frank Wall Street Reform and Consumer ProtectionAct (Dodd-Frank Act),1 government authorities are no longer the only ones with a monetaryinterest in ferreting out those who violate federal laws. Specifically, section 922 of the DoddFrank Act provides a whistleblower program that rewards individuals who assist the Securitiesand Exchange Commission (SEC) in uncovering securities violations, including ForeignCorrupt Practices Act (FCPA) violations. Because the Dodd-Frank Act allows individualwhistleblowers to reap significant benefits by reporting offenders and because the SEC andDepartment of Justice (DOJ) have increased FCPA prosecutions in recent years, globalcompanies and their employees, especially those in the pharmaceutical and medical deviceindustry, should understand how the Dodd-Frank Act and the FCPA intersect.
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November 6, 202100796198, Byron F. Egan

Audit Response Letters and Reserve Issues

The Sarbanes-Oxley Act of 2002 (H.R. 3763) (“SOX”) was enacted as a means to protect investors by improving the accuracy and reliability of corporate disclosures made pursuant to the securities laws. SOX and the rules enacted thereafter affect how issuers of securities make disclosures, the protocols auditors use to audit their financial statements, and how lawyers respond to auditor requests for information regarding issuer loss contingencies. Among other things, SOX amended the Securities Exchange Act of 1934 (the “1934 Act”) and the Securities Act of 1933 (the “1933 Act”). Although SOX does have some specific provisions, and generally establishes some important public policy changes, it has been implemented in large part through rules adopted and to be adopted by the Securities and Exchange Commission (“SEC”) and the Public Company Accounting Oversight Board (“PCAOB”), which have impacted auditing standards and have increased scrutiny on auditors’ independence and procedures to verify company financial statement positions and representations. Further, while SOX is by its terms generally applicable only to public companies, its principles are being applied by the marketplace to privately held companies and nonprofit entities.
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November 8, 2018Darin W. Schultz

Acquisition Finance: Loan Market Trends in the Energy Sector

“Acquisition Finance” involves the interaction of two separate but related transactions. First, there is a purchase and sale of an asset or legal entity between a buyer and a seller that is evidenced by a purchase and sale agreement (the “PSA”). Second, there is a financing arrangement between a borrower (i.e., the buyer) and one or more financing providers that is evidenced by a credit or loan agreement, the proceeds of which are used to finance the acquisition (the “Financing”). In order to fully appreciate the current loan market trends in the acquisition finance space, it is important to know how the market has evolved in recent years.
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March 15, 2018George P. Bernhardt

How To Deal With Disasters For Your Office and Your Clients

Natural disasters seem to be becoming more prevalent each year. Attorneys must prepare their practices for such disasters and may also need to advise clients of how to prepare for disasters. This article provides advice and guidance on how to put a plan in place to prepare for and manage a natural disaster in order to minimize damages suffered by your or your clients’ businesses.
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November 8, 2013Brent Benoit

FCPA Internal Investigations: Key Concepts and Considerations

The globalization of national economies has created an increasing number of cross-border business opportunities for American companies. As a result, more and more businesses find at least some portion of their operations based or conducted in various foreign countries.1 This expansion into foreign markets creates significant opportunities for companies, but it also gives rise to a number of challenges. Foreign markets are often subject to different laws, customs, and standards and companies must take these issues into account to successfully operate. One of the most significant issues that companies must confront when conducting business operations in foreign countries is compliance with the Foreign Corrupt Practices Act (“FCPA”). In general, the FCPA prohibits payments and other transfers of value to foreign officials for the purpose of obtaining a commercial advantage.3 While such a practice would be naturally viewed as improper within the United States, corruption is more common in many foreign countries, and is often tolerated or allowed to flourish due to weak enforcement of local anti-corruption laws.4 The FCPA attempts to fill any such enforcement gaps by prohibiting companies subject to the law from engaging in such practices.
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