Today we continue our bi-weekly installment shining a light on the best of the corporate and securities blogosphere. Highlights include a renewed focus on 10b5-1 plans, S&P on the hot seat, a precipitous drop in IPOs and more. If there are any corporate or securities blogs you think should be highlighted by our Top 5, please comment on this post and we’ll check them out!
1) HLS Forum on Corporate Governance & Financial Regulation: The Best-Laid Plans of 10b5-1 - Recently, journalists have started to focus on the specifics of 10b5-1 plans, along with perceived abuses of them. Those articles appear to have roused the SEC. So this may be a good time for counsel, both inside and outside, to revisit their existing plans. In this post, Boris Feldman addresses what he considers to be best practices under 10b5-1, or what he calls “10b5-1 for the risk averse.”
2) Blogmosaic: The decline of law school: Why it’s real, what’s behind it, and how it will impact the business of law - Recently it came to light that law school enrollment has plunged in the past two years and we are looking at the lowest number of prospective lawyers in decades. In this thoughtful post, Peter Schwartz discusses the reasons behind the change from both the law school and law firm perspective. (more…)
On November 14th, the Department of Justice and the Securities and Exchange Commission jointly issued A Resource Guide to the U.S. Foreign Corrupt Practices Act, the much-anticipated guidance regarding the FCPA. The Resource Guide assembles, in one convenient place, DOJ’s and the SEC’s “guiding principles of [FCPA] enforcement,” with references to the FCPA’s legal context, including past enforcement actions and opinion procedure releases, fact-bound hypotheticals, and “hallmarks of effective compliance programs.” I recently received a comprehensive breakdown of the Resource Guide from our friends at Gibson Dunn in which their experts discuss key takeaways and further context regarding a number of challenging issues for corporate executives, compliance officers, and attorneys. Here is an excerpt:
In the spirit of helping businesses of all shapes and sizes to “better understand the FCPA,” the Resource Guide assembles, in one convenient place, DOJ’s and the SEC’s “guiding principles of [FCPA] enforcement,” with references to the FCPA’s legal context, including past enforcement actions and opinion procedure releases, fact-bound hypotheticals, and “hallmarks of effective compliance programs.”
In remarks at the American Conference Institute’s (“ACI”) 28th National Conference on the FCPA on November 16, 2012, Assistant Attorney General Lanny Breuer stated that he regards the Resource Guide as “perhaps the boldest manifestation of our transparent approach to enforcement.” DOJ and the SEC prepared the Guide because they “want U.S. businesses, foreign officials, non-governmental organizations and others to understand why we prosecute FCPA cases as vigorously as we do, and also how and why we make our charging decisions.” In this way, Mr. Breuer expressed hope that the Guide would “help businesses that are unsure of their obligations, and . . . therefore improve compliance.” (more…)
Day Three of PLI’s Securities Regulation Institute begins with an Enforcement Roundtable including speakers Preet Bharara, Robert Khuzami, Fried Frank’s Carmen Lawrence, Mary Jo White and Bruce Yannett of Debevoise & Plimpton and moderator Richard Walker of Deutsche Bank . Highlights from the panel are:
Updates from DOJ and SEC:
Bharara says his office has convicted 69 of 72 insider trading defendants and they are not done yet. They are also focusing on other white collar crime as well. Cybersecurity is an important area of focus both in the area of national security but also in the corporate realm. He says businesses need to pay attention to how they think about the cyber threat and what kind of programs they have in place in preparation. Public corruption also remains an important priority.
Khuzami says, while “everything” is his priority, his office has been active in the insider trading area. He says it is a problem that is always present. He doesn’t think there is anything particularly new, it is just “seductive” to those who tend to push things over the line. The only new nuance is organized insider trading in the hedge fund world. His office is also focused on market abuse, compliance failures, trading violations and investment advisers. Municipal securities and FCPA remain priorities as well. (more…)