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Following adoption of section 206(4)‐7 under the Investment Advisers Act of 1940 and Rule 38a‐1 under the Investment Company Act of 1940 (hereinafter “CCO Rule”), Chief Compliance Officers affiliated with investment advisers, mutual funds, and hedge funds have reason to worry that the U.S. Securities and Exchange Commission (“SEC”) might turn its attention toward their companies. The SEC is funded to take action; its budget for enforcement has increased exponentially in recent years, and the agency’s own statistics show that it has been busy: in fiscal year 2004, the SEC brought 639 enforcement actions, many of which pertained to market‐timing, directed brokerage, and “soft‐dollar” issues. In addition, the SEC recently has signaled that it is conducting mini‐sweeps into whether brokerage commissions on index funds were used improperly for research, and mutual funds affiliated with securities lending agents are being compensated appropriately. hat happens if your company becomes the subject of an SEC investigation? This article will set forth some practical steps a chief compliance officer (“CCO”) should consider in the event that her company receives notice that it is under SEC scrutiny. These steps apply whether the CCO is independent of the company’s legal department, or functions as in‐house counsel.

The authors examine the impact of employee litigation on Securities Action Lawsuits. The authors study whether frequently sued firms are more likely to be investigated by Securities Exchange Commission (SEC). The authors study how labor relations are crucial to corporate governance.

The authors use hand-collected datasets of employee violations, misconducts and lawsuits and test whether bad employee treatment increases the likelihood of SEC probe. The authors' methodology includes panel fixed effects, as well as alternative measures of employee mistreatment and SEC case.

The authors find that with each increase in employee dispute increases the likelihood of the firm being investigated by the SEC. The authors find that geographically dispersed firms are more likely to be investigated by the SEC when facing employee disputes and that more labor union coverage and a higher unemployment rate triggers more employee allegations and labor-related lawsuits.

The authors' study is the first to investigate how employee relations affect firms involving federal investigation. The authors aim to contribute to the literature by studying (i) the relation between employee mistreatment and legal challenges, (ii) how firm characteristics affect the path from employee disputes to securities class actions and (iii) the impact of employee mistreatment on the corporate governance.

The purpose of this article is to explain recent enforcement trends under the Foreign Corrupt Practices Act (FCPA), providing examples of recent cases.

The paper describes recent trends in FCPA enforcement, including increased enforcement by US authorities, greater vigilance by private industry, and global anti‐corruption efforts. It provides an overview of the FCPA, including the original reason why the Act was passed, its anti‐bribery provisions, the need to show corrupt intent, the interstate commerce requirement, exceptions and affirmative defenses, record‐keeping and control provisions, and penalties. It describes recent FCPA prosecutions and enforcement actions and draws conclusions on how to reduce FCPA risk.

The FCPA is a Watergate‐era law that was passed in response to disclosures by a number of large US corporations that they had made illicit payments to foreign government officials. The FCPA applies to bribes by any US issuer or domestic concern, paid to any foreign official, foreign political party, official or candidate, or official of a public international organization in order to assist in obtaining, retaining, or directing business. To prosecute, the government must show corrupt intent. The FCPA also contains provisions that require accurate record‐keeping and internal controls of US issuers. Violations of the FCPA are subject to both criminal and civil penalties.

The paper presents a thorough explanation, practical advice, and examples of recent violations and penalties by experienced lawyers specializing in FCPA compliance as well as white‐collar defense, securities regulatory matters, internal investigations, and anti‐money laundering.

The purpose of this paper is to expose inefficient regulatory policies and organizational weaknesses at the Securities and Exchange Commission (SEC) that have contributed to a series of regulatory oversights that have produced some of the largest fraud schemes perpetrated on investors.

Sources of information consisted of scholarly articles and articles retrieved from the web.

Findings suggest that although weaknesses that have been exposed at the SEC may not account for any one securities fraud oversight, cumulatively, the weaknesses create negative synergy that increases the probability that a regulatory oversight will occur.

This paper serves as a useful guide to alert and educate securities regulators and enforcement, regardless of the country they may operate in, to examine their own regulatory policies and organizational structures for weakness that may be similar to the SEC.

This paper aims to discuss the SEC's investigatory program with respect to market manipulation in the securities of certain financial institutions and to provide constructive steps for firms to take prior to and after they receive a subpoena or other inquiry from the SEC staff.

The paper discusses the implications of a formal SEC investigation, how to respond, and appropriate document retention, disclosure, and internal investigation policies.

It is essential that firms and individuals provide timely and accurate responses to SEC requests. Document retention and destruction policies are a critical issue. A financial services firm that has received an SEC subpoena or request for information should consider whether any disclosure to its clients and other investors is advisable. When an entity concludes that potential violations may have occurred, it should consider whether to conduct a more extensive internal investigation and whether separate counsel is advisable. In sending materials to the SEC, the responding entity should request confidential treatment.

It is essential that firms and individuals provide timely and accurate responses to SEC requests, whether pursuant to a subpoena or to a request to submit a narrative statement.

The paper provides practical guidance by experienced securities and litigation lawyers as a result of government investigation into market manipulation.

Outlines previous research into the factors influencing managers’ choice of accounting procedures and auditors’ acceptance of them, including regulatory action by the US Securities and Exchange Commission (SEC). Studies data from 1980‐1996 SEC enforcement actions against big five accounting firms or their staff to investigate the levels of discretionary accruals made by the relevant clients during the period of investigation. Explains how the discretionary accruals are estimated over various time frames and shows that clients have more income decreasing accruals as the investigation takes place. Considers possible reasons for this and concludes that it is due to the auditors becoming more conservative.

The Foreign Corrupt Practices Act (FCPA) of 1977 and its amendment – the Trade and Competitive Act of 1988 – are unique not only in the history of the accounting and auditing profession, but also in international law. The Acts raised awareness of the need for efficient and adequate internal control systems to prevent illegal acts such as the bribery of foreign officials, political parties and governments to secure or maintain contracts overseas. Its uniqueness is also due to the fact that the USA is the first country to pioneer such a legislation that impacted foreign trade, international law and codes of ethics. The research traces the history of the FCPA before and after its enactment, the role played by the various branches of the United States Government – Congress, Department of Justice, Securities Exchange commission (SEC), Central Intelligence Agency (CIA) and the Internal Revenue Service (IRS); the contributions made by professional associations such as the American Institute of Certified Public Accountants (AICFA), the Institute of Internal Auditors (IIA), the American Bar Association (ABA); and, finally, the role played by various international organizations such as the United Nations (UN), the Organization for Economic Cooperation and Development (OECD), the World Trade Organization (WTO) and the International Federation of Accountants (IFAC). A cultural, ethical and legalistic background will give a better understanding of the FCPA as wll as the rationale for its controversy.

The purpose of the paper is to discuss the SEC's increased willingness to pursue insider trading enforcement actions related to transactions that take place largely outside the USA.

The paper describes several recent insider trading enforcement actions with international dimensions and the substantial cross-border cooperation among different countries' securities regulators that is required for cases to be successfully investigated. The paper draws conclusions and recommends steps for firms to take including a review of policies and procedures and how the firm receives and shares information, training programs, tailored protocols for ongoing monitoring and surveillance of trading activity, and contingency plans for possible future responses to insider trading problems and cross-border regulatory investigations.

The SEC has in recent years shown an increasing willingness to pursue insider trading enforcement actions with substantial international dimensions.

Internationally active firms should be aware of the breadth and intensity of the SEC's focus on cross-border insider trading matters and should prepare internal blueprints for how to respond to potential insider trading issues when they arise.

The paper presents practical guidance from experienced financial services lawyers.

The year 1986 did not bode well for investment banker Dennis Levine. In a civil injunctive action the US Securities and Exchange Commission (SEC or the Commission) alleged that Levine, through an insider dealing scheme, violated several anti‐fraud provisions of the Securities Exchange Act of 1934. Without admitting or denying that he obtained over $12m in illicit profits from secretly trading in the securities of 54 companies, Levine settled the SEC action and was ordered to disgorge over $10m to the court.

To review recent enforcement actions in which the Securities and Exchange Commission (“SEC”) enforced Rule 21F-17(a) under the Securities Exchange Act, which prohibits actions to impede whistleblower communications with the SEC, and to identify changes that entities subject to SEC regulation (including public companies, broker-dealers and investment managers) may wish to consider in their employee separation agreements and other documents that may include confidentiality provisions.

Examines settled cases since 2015, in which the SEC found that contractual provisions in employee separation agreements and other documents impeded employees from communicating with the SEC staff about possible violations of the securities laws, to identify the types of language that the SEC found to be problematic and the types of provisions that the SEC believes are desirable, if not legally mandated, to protect employee whistleblower rights and avoid impeding communications under Rule 21F-17(a).

Beginning in 2015, the SEC has actively enforced Rule 21F-17(a), focusing on provisions in separation agreements and other employee-related documents that potentially prevent employees from reporting legal violations to the SEC. The SEC’s efforts have resulted in settled orders involving alleged violations of the rule. The cases generally allege that provisions in employee separation agreements or other documents violated the rule because they prohibited or chilled employee communications with the SEC about possible legal violations.

Entities subject to SEC regulation (including public companies, broker-dealers and investment managers) should review their confidentiality agreements with employees and consider whether changes are warranted to address the SEC’s concerns as identified in the Rule 21F-17(a) cases.

Practical guidance regarding important whistleblower developments from experienced securities lawyer.