Cooperating with NYSE Member Reviews

The twin themes of cooperation and disclosure have become the standards by which federal and state prosecutors and regulators now judge a corporation's response to instances of corporate misbehavior. Following the Holder Memor-andum, the SEC, in October 2001, issued the so-called “Seabord Report,” which established require-ments for “self-policing, self-reporting, remediation and cooperation” for publicly traded corporations hoping to avoid or minimize regulatory sanctions. In 2003, following the formation of the federal Corporate Fraud Task Force, then-Deputy Attorney General Larry Thompson revised the Holder Me-morandum to increase “emphasis on and scrutiny of the authenticity of a corporation's cooperation.” The Thompson Memorandum openly targeted companies that, “while purporting to cooperate,” engage in “conduct that impedes the investigation (whether or not rising to the level of criminal obstruction).”