Tag Archives: Angela T. Burgess

SEC Files Two More Actions Alleging Employee Severance Agreements Violated Whistleblower Protections

by Sidney Bashago, Angela T. Burgess, Adam Kaminsky, Emily Roberts, Veronica M. Wissel, Martine M. Beamon, Jennifer S. Conway, Kyoko Takahashi Lin, and Travis S. Triano

From top left to right: Sidney Bashago, Angela T. Burgess, Adam Kaminsky, Emily Roberts, and Veronica M. Wissel From bottom left to right: Martine M. Beamon, Jennifer S. Conway, Kyoko Takahashi Lin, and Travis S. Triano. (Photos courtesy of Davis Polk & Wardwell LLP)

The SEC has announced settlement of enforcement actions against two companies stemming from each company’s use of separation agreements that allegedly violated Dodd-Frank whistleblower protection rules. The settled enforcement actions demonstrate that whistleblower protection remains a priority for the SEC’s Enforcement Division.

Continue reading →

DOJ Announces Compliance Certifications to Be Considered as Part of Corporate Criminal Resolutions

by Greg D. Andres, Uzo Asonye, Martine M. Beamon, Angela T. Burgess, Robert A. Cohen, Daniel S. Kahn, Tatiana R. Martins, Fiona R. Moran, Paul J. Nathanson, and Patrick S. Sinclair

In a pair of speeches, the Assistant Attorney General of DOJ’s Criminal Division emphasized its focus on compliance and announced that he has instructed his prosecutors to consider requiring chief executive officers and chief compliance officers to certify to (1) the accuracy of annual reports submitted pursuant to corporate resolutions, and (2) the effectiveness of their company’s compliance program prior to releasing the company from its obligations under a resolution agreement.

Continue reading →

House Passes Insider Trading Bill

by Greg D. Andres, Martine M. Beamon, Angela T. Burgess, Tatiana R. Martins, Uzo Asonye, Robert A. Cohen, Neil H. MacBride, Fiona R. Moran, Stefani Johnson Myrick, and Paul J. Nathanson

The House of Representatives has passed a bill on a bipartisan basis that would be the first statute directly banning insider trading in the securities markets.  The bill largely would preserve current case law, but would expand the scope of insider trading by prohibiting trades based on information obtained by theft or computer hacking.  The House passed an identical bill in late 2019 that did not receive a Senate vote, but Senate action may be more likely under current Democratic control. 

Continue reading →

SEC Changes Enforcement Practice for Settlement Offers in Cases Involving Waivers

by Greg D. Andres, Martine M. Beamon, Angela T. Burgess, Tatiana R. Martins, Uzo Asonye, Robert A. Cohen, Neil H. MacBride, Fiona R. Moran, Paul J. Nathanson, and Kenneth L. Wainstein

Parties considering whether to settle an SEC enforcement investigation or criminal proceeding have a reasonable expectation that they will know the likely consequences of a settlement.  This includes whether they can expect to receive a waiver from certain statutory disqualifications.  Last week, however, the Acting Chair of the SEC announced that the Enforcement Division will not recommend any settlement offer that is conditioned on the settling party receiving a waiver.  If this statement reduces transparency between SEC staff and parties negotiating a possible settlement, the result likely will be a more difficult and protracted process for both sides as it becomes difficult for settling parties to make informed decisions about the full implications of a resolution. Continue reading →

SEC Disgorgement Authority Would Expand in National Defense Authorization Act

by Greg D. Andres, Martine M. Beamon, Angela T. Burgess, Tatiana R. Martins, Uzo Asonye, Robert A. Cohen, Neil H. MacBride, Fiona R. Moran, Paul J. Nathanson, and Patrick Sinclair

The National Defense Authorization Act approved by Congress earlier this month would extend to 10 years the time for the SEC to file disgorgement claims for scienter-based violations. It also would toll the limitations period while a party is outside of the United States. As of this writing, the bill has been vetoed by the President, and the House has voted to override the veto. The Senate is currently debating on the override. Continue reading →

DOJ Clarifies Corporate Enforcement Policy

by Greg D. Andres, Martine M. Beamon, Angela T. Burgess, Tatiana R. Martins, Robert A. Cohen, Neil H. MacBride, Paul J. Nathanson, Linda Chatman Thomsen, Kenneth L. Wainstein, and Patrick S. Sinclair

On November 20, 2019, the Department of Justice (“DOJ”) modified its Corporate Enforcement Policy to clarify what level of disclosure is expected from companies in the early stages of an investigation. In short, the Policy reaffirms that companies should disclose known information—and the individuals involved—at the outset of investigations, while recognizing companies may not yet know all the relevant facts or individuals at that time.

The Corporate Enforcement Policy, first introduced as a pilot program concerning FCPA-related investigations in April 2016 and formalized in November 2017 by then–Deputy Attorney General Rod Rosenstein, offers incentives to companies that voluntarily disclose misconduct, timely remediate, and cooperate fully with the DOJ. Absent certain aggravating circumstances, a company following these steps can receive a declination assuming it fully disgorges any associated profits.[1] In March 2018, DOJ extended the Corporate Enforcement Policy beyond FCPA violations as nonbinding guidance concerning any corporate investigation. Since the Policy was introduced, DOJ has issued thirteen public FCPA declinations under its terms.[2]

Continue reading →

DOJ Expands Opportunities for Cooperation Credit in Criminal Antitrust Investigations

by Greg D. Andres, Martine M. Beamon, Angela T. Burgess, Arthur J. Burke, Ronan P. Harty, Neil H. MacBride, Tatiana R. Martins, Paul J. Nathanson, Howard Shelanski, Jesse Solomon

In a speech on July 11, 2019, Assistant Attorney General Makan Delrahim of the Antitrust Division of the Department of Justice (“DOJ”) announced that, for the first time, DOJ will consider the effectiveness of corporate compliance programs at the charging stage of criminal antitrust investigations.  Previously, under the Antitrust Division’s leniency program, only the first participant in the illegal activity to self-report could avoid a guilty plea; other cooperators received credit at sentencing.  Companies with effective compliance programs may now receive deferred prosecution agreements, even if they are not the first to self-report. Continue reading →

2016 DOJ and SEC FCPA Resolution Tracker

Courtesy of Davis Polk & Wardwell LLP

On October 27, 2016, Davis Polk presented its 2016 DOJ and FCPA Resolution Tracker, updated through the end of Q3. The tracker details key characteristics of corporate and individual FCPA resolutions, and is available through the link below.

Q3 Highlights include: Continue reading →