Practice/Industry Group Overview
Lawyers in Jones Day’s Corporate Criminal Investigations (CCI) Practice have extensive experience defending companies and individuals against allegations relating to every significant area of white-collar crime. These include fraud, antitrust and securities improprieties, international trade and breaches of the Foreign Corrupt Practices Act, government contracts, health care and environmental crimes, and internal and regulatory investigations.
Jones Day lawyers bring an understanding of the prosecution and enforcement function gained through service in senior positions in the Department of Justice in Washington and the United States Attorney's offices in the largest federal districts. Their combined experience includes the successful prosecution and defense of hundreds of criminal jury trials.
Beyond the usual representation of clients in grand jury investigations and at trial, Jones Day attorneys have also served in a variety of unique appointed capacities, including as chief investigator and administrative prosecutor of corruption in a major labor union, as chief administrative prosecutor of allegations of torture and coerced confessions against members of a major metropolitan police force, and as counsel to commissions investigating urban unrest and police misconduct.
Related Criminal, Civil and Regulatory Proceedings
When a modern business faces a federal criminal investigation, it usually must defend on multiple fronts. Jones Day lawyers have broad experience in managing the parallel SEC investigations, shareholder litigation, state attorneys' general actions, licensing inquiries, asset freeze and forfeiture proceedings, civil false claims and qui tam suits, and suspension and debarment actions against government contractors, which frequently accompany a grand jury investigation.
Internal Investigations and Compliance Reviews
As importantly, Jones Day has built a legacy of success for clients by providing advice and counseling that helps avoid investigation; by conducting compliance reviews and internal investigations that allow companies to resolve problems outside the public view.
Global Knowledge and Reach
Jones Day’s criminal defense practice is unique in its ability to draw upon the Firm’s global resources and more than 2,400 lawyers worldwide. The Firm provides a wealth of substantive expertise to the practice, in the areas of financial services, health care, antitrust, intellectual property, environmental regulations, and virtually any specialized subject that may be relevant to a particular case.
With 15 domestic offices and 22 offices located in leading commercial and financial centers outside the U.S., Jones Day offers a distinctive capacity to respond to problems wherever they arise. The increasingly global scope of corporate operations and financial transactions has been paralleled by growing international criminal law enforcement efforts. Each time a criminal investigation touches a multinational corporation or an international transaction, it triggers complex substantive, jurisdictional, and procedural issues concerning the application and enforcement of U.S. and non-U.S. law. Jones Day is uniquely qualified to manage these cross-border issues.
Confidentiality and Discretion
The criminal matters Jones Day handles are, by their very nature, sensitive to our clients, and Jones Day is committed to avoiding unwanted attention and publicity in connection with them. Even those that have come to public attention sometimes remain sensitive issues for our clients. Accordingly, in this setting we have omitted client names from most of our descriptions. Other significant representations are not included for confidentiality reasons.
Articles Authored by Lawyers at this office:
ISS Questions Director Compensation Bylaw
Lyle G. Ganske,Robert A. Profusek,Lizanne Thomas, November 29, 2013
Earlier this month, ISS recommended "withhold" votes for the election of the members of a company's nominating committee because its board adopted—without shareholder approval—a corporate bylaw that barred director nominees from accepting compensation from anyone other than...
Clorox Prevails in Key Say-on-Pay Litigation
Lyle G. Ganske,Jennifer C. Lewis,Robert A. Profusek,Lizanne Thomas, September 30, 2013
This week, The Clorox Company won a critical victory in a say-on-pay class action lawsuit that was filed in a California state court about a month before Clorox's 2012 annual meeting. The lawsuit sought to enjoin shareholder votes on certain compensation-related proposals at the meeting, alleging...
The SEC's Proposed Pay Ratio Rules: Requiring Disclosures with Real Costs and Illusory Benefits
Lyle G. Ganske,Jennifer C. Lewis,Robert A. Profusek,Lizanne Thomas, September 27, 2013
The SEC has proposed the pay ratio disclosure rules required by Dodd-Frank, more than three years after the statute's enactment and after its receipt of hundreds of substantive comment letters from trade groups, companies, unions, and investors. The proposal was accompanied by strongly worded...
Shareholder Status Implementation
Andrew Lewis,Jules Quinn,Kim Roberts,Mark Taylor, September 25, 2013
Despite widespread criticism of the proposal during the course of 2013, the new employment status of 'employee shareholder' came into force on 1 September 2013. Employees are now able to obtain shares in their employer company in return for sacrificing certain of their employment rights. This new...
Internal Revenue Code Section 336(e) Elections: Basic Overview
Patrick J. Browne,Lester W. Droller,Andrew M. Eisenberg, September 19, 2013
The U.S. Treasury Department recently issued final regulations allowing certain taxpayers to make a special election to treat a disposition of domestic company stock as a disposition of that company's assets for U.S. federal income tax purposes. Depending on the facts of each particular disposition...
PCAOB Proposes Important Changes to Audit Reports
, September 09, 2013
The Public Company Accounting Oversight Board ("PCAOB") recently proposed new auditing standards that, if adopted, would substantially expand the content of audit reports. Under the current model for audit reports, auditors give a "pass/fail" assessment of whether a company's...
PCAOB's Proposed Auditor Reporting Model
Lyle G. Ganske,Jennifer C. Lewis,Robert A. Profusek,Lizanne Thomas, September 09, 2013
Last month, the Public Company Accounting Oversight Board ("PCAOB") proposed new standards for auditor reports that, if adopted, would dramatically change the role and the responsibility of audit firms in the financial reporting process—and not for the better. The proposed standards...
Governance Perspectives: Director Compensation Bylaws
Lyle G. Ganske,Robert A. Profusek,Lizanne Thomas, August 23, 2013
In two recent high-profile proxy contests, shareholders entered into incentive compensation arrangements with their director nominees that were intended to reward their particular nominees for increases in shareholder value or the activist’s profits. Elliott Management agreed to pay its...
The 2013 Proxy Season: Signs of a Turning Tide in Corporate Governance?
Lyle G. Ganske,Jennifer C. Lewis,Robert A. Profusek,Lizanne Thomas, August 16, 2013
The 2013 proxy season has ended, and many public companies are in a period of relative calm on the governance front before the season for shareholder proposal submissions begins in a few months. This Jones Day Governance Perspectives reflects on some of the highlights of the past proxy season and a...
U.S. District Court Upholds SEC's Conflict Minerals Rule
Bradley C. Brasser,Michael J. Solecki,Andrew C. Thomas,Jacob C. Tiedt, July 31, 2013
On July 23, the U.S. District Court for the District of Columbia rejected a challenge to the conflict minerals rule adopted in August 2012 by the SEC pursuant to Section 1502 of Dodd-Frank. The conflict minerals rule imposes disclosure requirements for reporting companies that manufacture or...
Best Practices to Avoid Misreporting University Data to External Sources
Saira F. Amir,Theodore T. Chung,Richard H. Deane,Deborah A. Sudbury, July 23, 2013
Any school that has had to correct erroneous data that affected, or could have affected, its placement in the rankings knows that ensuring the accuracy of data submitted to outside sources is critical. Regardless of whether the misreporting was intentional or the product of an oversight, the act...
Have You Assessed the Independence of Your Compensation Committee Advisers?
Stephen P. Coolbaugh,Lyle G. Ganske,Robert A. Profusek,Manan Shah,Lizanne Thomas, July 22, 2013
As you are likely aware, beginning July 1, the compensation committees of NYSE- and Nasdaq-listed companies are required to conduct an independence assessment of individuals who are compensation consultants, legal counsel, and other advisers (subject to some exceptions, including for in-house...
Chancery Court Declines to Enjoin Merger; The Pendulum Swings Back
, June 03, 2013
After any big market break, Delaware courts tend to send a message to Delaware corporations to be careful in judicial decisions that appear to be critical of, and even nitpick, board processes. The Chancery Court's decisions in In re El Paso Corp. S'Holder Litig. and In re Del Monte Foods Co....
SEC Endorses Use of Social Media Under Regulation FD
, April 19, 2013
On April 2, 2013, the Securities and Exchange Commission issued a Report of Investigation making it clear that public companies can now use social media channels such as Facebook and Twitter without running afoul of Regulation FD.