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Ethics and Compliance Training
Experienced counsel know to report to the Board about the organization's ethics and compliance training initiatives so that the corporation is protected under the Federal Sentencing Guidelines. The Guidelines require that the Board of Directors be knowledgeable about the content and operation of the program, and exercise reasonable oversight with respect to program implementation and effectiveness. The operational program manager must periodically report on program effectiveness to high-level personnel, and as appropriate, to the Board or a Board Committee. In addition, the organization must take reasonable steps to periodically evaluate the effectiveness of the company's compliance program.
Reporting is also critical for the protection of the Directors themselves, whose potential exposure is starkly evidenced by the substantial settlement payments recently made by individual Directors from Enron and WorldCom. Under traditional standards of due care, good faith and loyalty, the Directors should verify that management is maintaining appropriate systems to prevent and/or detect and timely report, violations.
The following discussion offers practical suggestions for protecting the corporation and Directors by outlining steps to periodically report key ethics and compliance training information to the Board in a simple, accessible format. This approach applies equally to a standalone training report, as well as to a report on training in the context of a broader report on the compliance program as a whole. However, the significant considerations of privilege and discoverability presented by the latter type of omnibus report, are beyond the scope of this writing.
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Stranger to the Deed Rule
In 1987, a unanimous Court of Appeals reaffirmed the vitality of the "stranger to the deed" rule, which holds that if a grantor executes a deed to a grantee purporting to create an easement in a third party, the easement is invalid. Daniello v. Wagner, decided by the Second Department on November 29th, makes it clear that not all grantors (or their lawyers) have received the Court of Appeals' message, suggesting that the rule needs re-examination.