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Best of the Best Practices in Corporate Governance
During the past 2 years, there have been sweeping corporate governance reforms. The major components of that reform have been the passage of the Sarbanes-Oxley Act of 2002 by the U.S. Congress, the issuance of extensive rules pursuant to that Act by the Securities and Exchange Commission, and the adoption by the New York and American Stock Exchanges and NASDAQ of detailed standards as part of their respective listing requirements. Despite these reforms, many corporations, counselors, institutional investors and regulators have pushed for even higher standards of corporate governance. To that end, a body of literature has developed defining the “best practices” in corporate governance.
One common theme emerges from these efforts to define “best practices” — there is no cookie cutter formula that works for every corporation. Thus, for example, the corporate governance practices outlined in the lengthy report of Richard Breeden, the former Chairman of the Securities and Exchange Commission and court-appointed Monitor in the WorldCom case, may be viewed as overkill and unnecessary for most companies. However, for WorldCom, which has been the subject of widespread problems and seeks to recover credibility in the marketplace, the remedial measures outlined in Breeden's report may be appropriate.
The DOJ's Corporate Enforcement Policy: One Year Later
The DOJ's Criminal Division issued three declinations since the issuance of the revised CEP a year ago. Review of these cases gives insight into DOJ's implementation of the new policy in practice.
The DOJ's New Parameters for Evaluating Corporate Compliance Programs
The parameters set forth in the DOJ's memorandum have implications not only for the government's evaluation of compliance programs in the context of criminal charging decisions, but also for how defense counsel structure their conference-room advocacy seeking declinations or lesser sanctions in both criminal and civil investigations.
Use of Deferred Prosecution Agreements In White Collar Investigations
This article discusses the practical and policy reasons for the use of DPAs and NPAs in white-collar criminal investigations, and considers the NDAA's new reporting provision and its relationship with other efforts to enhance transparency in DOJ decision-making.
Bankruptcy Sales: Finding a Diamond In the Rough
There is no efficient market for the sale of bankruptcy assets. Inefficient markets yield a transactional drag, potentially dampening the ability of debtors and trustees to maximize value for creditors. This article identifies ways in which investors may more easily discover bankruptcy asset sales.
A Lawyer's System for Active Reading
Active reading comprises many daily tasks lawyers engage in, including highlighting, annotating, note taking, comparing and searching texts. It demands more than flipping or turning pages.