Whistleblower Retaliation under Sarbanes-Oxley: It's a Crime!
The Congressional response to the scandals of Enron and its corporate cousins was not exactly laser-guided. Much ado already has been made about many provisions of the Sarbanes-Oxley Act (the Act), but one that has drawn little comment is its unprecedented, sweeping and <i>criminal</i> whistleblower law. The new criminal statute reaches far beyond the abuses that spawned the Act ' securities and accounting frauds of publicly traded companies.
Make It Go Away!
Forget about Global Crossing, WorldCom, and Enron. These are extreme examples of corporate misconduct. The more typical criminal case against a corporation involves greater ambiguity and often turns on the actions of a very few individuals, or perhaps even one employee acting alone. The vicarious liability case law that is the vehicle for all corporate prosecutions casts a very broad net. An individual need only be acting pursuant to his or her duties (or even apparent duties) in order to create criminal liability for the corporation as a whole.
To Disclose or Not to Disclose
Recent corporate accounting scandals have brought to light disturbing revelations concerning the business practices of many American companies. New — and more severe — penalties for corporate fraud in the Sarbanes-Oxley Act of 2002 have caused companies to step up their internal efforts to detect and prevent wrongdoing.
In the Courts
Analysis of the latest cases of importance to your practice.
'Up-the-Ladder' Responsibilities Clarified by Sarbanes-Oxley
As discussed on page 1 of this newsletter, the SEC recently issued 'Standards of Professional Conduct' for attorneys representing issuers before the SEC ' a new rule mandated by the Sarbanes-Oxley Act of 2002. <i>See</i> 15 U.S.C. ' 7201 <i>et. seq.</i> The Standards clarify an attorney's 'up-the-ladder' corporate reporting responsibilities imposed by the Act. 17 C.F.R. ' 205.
They're Here! Sort of'
They're finally here. Sort of. On January 29, 2003, the SEC issued its long-awaited, much-debated rules implementing 'Standards of Professional Conduct for Attorneys' pursuant to Section 307 of the Sarbanes-Oxley Act. But the rule-making process is far from over.
White-Collar Sentencing: A Loss of All Sense of Proportion
Imagine the following scenario: The CEO of a large public company (with approximately 1 billion shares outstanding, considerably fewer than General Electric, Microsoft or General Motors) pleads guilty to a material misrepresentation in the company's financial reports, which, according to the government, when disclosed caused the company's stock to drop 50 cents per share.
This Land Is Your Land: Foreign Debtors in Chapter 11
In the past few years, foreign debtors such as the Singer Company N.V. (a Netherlands Antilles corporation), Global Telesystems Europe B.V. (a Dutch corporation), Cenargo Inter- national Plc. (a British corporation), Versatel Telecom International N.V., and United Pan-Europe Communications N.V. (both Dutch corporations) have filed voluntary Chapter 11 petitions in the United States. Some of these debtors were large multinationals with assets in many jurisdictions, including the U.S., but other foreign debtors in Chapter 11 have had only minimal assets in the U.S. What special considerations arise when a non-U.S. debtor with only limited assets in the U.S. files a Chapter 11 petition?
