Practice/Industry Group Overview
Today’s corporations are subject to civil enforcement and criminal prosecution under a wide-array of federal and state laws. Our Investigations and Corporate Integrity Practice represents both individuals and organizations promptly and with discretion in significant matters throughout the country and abroad. Proactively, we advise and counsel corporate boards on compliance and other issues to head off any entanglement with regulators or law enforcement and to evidence that integrity goals are matched with effective systems. We conduct internal investigations, whether prompted by an internal complaint or external inquiry. When the government decides to pursue an investigation, we have the depth and breadth of experience to handle matters occurring in any jurisdiction, courts, grand juries, government agencies, SROs and administrative agencies.
SEC Investigations and Enforcement Actions
Members of the group have extensive experience in representing clients in investigations brought by federal, state, and local authorities, including the Department of Justice, the SEC, the FTC, the Department of Defense, the U.S. Postal Service, U.S. Attorneys and Attorneys General, and various municipal authorities. In addition, we litigate civil class, derivative and individual actions brought on behalf of shareholders and other investors. Such actions and proceedings involve a full range of alleged violations of federal and state securities laws.
Internal investigations have become an essential tool for effective corporate governance and compliance with the securities laws. There is no doubt that the SEC and the Department of Justice expect company management to promptly investigate and report any alleged violations of the securities laws. The SEC will investigate—and prosecute—those that do not. They have also emphasized that internal investigations must be objective, comprehensive, and in many cases, independent of management. We have conducted internal investigations for clients involving subjects as diverse as defense contracting, antitrust, accounting, health care, executive misconduct, corporate theft, FCPA violations, process and control deficiencies, employee dishonesty and other regulatory matters. We know how to work with a company’s auditors and have experience overseeing and working with forensic accountants and technologists. We also advise clients with respect to post-investigation remedial measures, policies and protocols.
Corporate Governance and Regulatory Compliance
Corporate officers now bear a greater burden for corporate integrity and employee honesty than in the past. In today’s highly regulated corporate environment, it is no longer sufficient for a corporation and its senior management merely to espouse high ethical standards. Senior management must implement, monitor, update and enforce corporate integrity systems at every level.
Our group’s cross-disciplinary approach allows us to guide clients in the creation, monitoring and updating of those systems so as to avoid investigation and litigation by the government. The corporate integrity audit program developed by our lawyers has become an integral part of our clients’ “Corporate Health Check” and is a preventive measure that protects our clients. We also design and update SOX codes of conduct and ethics.
Corporate Law & Governance Litigation
Members of the group represent corporations, boards of directors, individual officers and directors, special board committees and investors in both state and federal courts. This practice covers breach of fiduciary duty claims, corporate control disputes, mergers and acquisitions litigation, stockholder appraisal actions, stockholder requests for books and records, advancement/indemnification disputes. Our corporate governance practice also includes litigation involving subsidiaries, tender offers, asset sales, capital restructurings, stockholder meetings and votes, dissolutions, executive employment agreements, covenants not-to-compete, and other issues generally involving corporate codes or corporate governance.
Doing Business Abroad
Companies seeking to expand their business in foreign jurisdictions face a growing number of complex challenges. Compliance with the securities (and related) laws can be extremely difficult in countries where the business culture is markedly different from, and often inconsistent with, the dictates of US law. In addition, post 9/ll anti-terrorism measures impose important limits on a company’s business operations and significant penalties for violating those limits.
Our Group has substantial experience with the Foreign Corrupt Practices Act, and in advising clients on compliance with the FCPA, addressing violations and dealing with the government agencies responsible for its enforcement. For our international clients, including clients in the EU, we construct SOX whistleblower mechanisms and codes of conduct that are compatible with applicable foreign privacy and data protections laws. Members of the group also have experience in counter-terrorism finance requirements, sanction regimes and front companies, and specially designated nationals.
Articles Authored by Lawyers at this office:
NAIC: Bermuda, Germany, Switzerland and UK Now Qualified for Reduced Collateral Requirements
Amber S. Mills,Nick Pearson, January 06, 2014
On December 18, 2013, the National Association of Insurance Commissioners (NAIC) approved four jurisdictions as "Conditional Qualified Jurisdictions," meeting its year-end goal for expedited review of certain jurisdictions. The four jurisdictions are Bermuda, Germany, Switzerland and the...
Solvency II†- ECIROA Raises Concerns Over Solvency II for Captives
Kimberley Cottrell,Chris Finney, December 26, 2013
The European Captive Insurance and Reinsurance Owners’ Association (ECIROA) has written to the Internal Market and Services Directorate General of the European Commission, and the European Insurance and Occupation Pensions Authority (EIOPA).
UK: Notification of ‘Circumstances’ Need Not Specify An Incident
Ajita Shah, December 20, 2013
The Court of Appeal in European Risk Insurance Company HF v Collette Ann McManus & Ors  EWHC 18 (Ch), has upheld a High Court judge’s decisions to a) refuse declaratory relief and b) award the claimants 60% of the costs of the hearing, stating that the first instance judge had given...
California Adds New Hazardous Financial Condition Regulations
Barry Leigh Weissman, December 16, 2013
Effective January 1, 2014, the California Department of Insurance has added six new regulations to Title 10 of the California Code of Regulations. These can be found at Title 10, Chapter 5, Article 22 Sections 2598 through 2598.6. The purpose of the new regulations is to provide the Insurance...
California Court of Appeal, Third District Holds In-House Attorney May Be Liable for Malpractice for Failing to Warn Employee About Conflict
Nora A. Valenza-Frost,Barry Leigh Weissman, December 06, 2013
The California Court of Appeal, Third District, in Yanez v. Plummer, 2013 WL 5915639, Cal. Ct. App. 3d Dist., No. C070726 (Nov. 5, 2013) recently held that a former employee deposed in connection with a co-worker’s personal injury suit may pursue malpractice claims against in-house counsel...
UK: English High Court Rules on the Application of a Follow the Settlements Clause
Mark Everiss,Sam Tacey, November 25, 2013
The case of Tokio Marine Europe Insurance Ltd v Novae Corporate Underwriting Ltd  EWHC 3362 (Comm) concerned losses suffered by a Thai subsidiary of Tesco plc arising out of severe floods in Thailand in 2011. The Tesco subsidiary claimed for losses of approximately £125m under various...
California Appellate Court Issues Bad Faith Duty to Settle Opinion
Gregory D. Pendleton, October 29, 2013
On October 7, the California Court of Appeal, Second Appellate District, held that a liability insurer, in the absence of any demand or settlement offer from a third party claimant, need not initiate settlement negotiations or offer its policy limits, even where liability is clear and there is a...
Claims Control Clauses: No Self-Control?
Mark Everiss,William Haig,Sam Tacey, August 13, 2013
The High Court rules on the effect of a claims control clause where cedants and some reinsurers unilaterally paid out their share of a claim.
Reinsurers Pressed for Compliance with Iran Sanctions
John C. Fusco,Nick Pearson, August 13, 2013
The U.S. government administers and enforces economic sanctions programs primarily against countries and groups of individuals such as terrorists, through either comprehensive or selective action, using the blocking of assets and trade restrictions to accomplish its foreign policy and national...
World Trade Center Events: One or Two?
David R. Kendall, August 13, 2013
In many areas of business insurance and reinsurance, whether a series of claims or losses is treated as one claim or several claims for the purposes of the insurance or reinsurance contract is an important question. It has repercussions on how many deductibles or excesses apply, the applicable...