Europe and overseas commodity traders v. Banque Paribas London: zero steps forward and two steps back.
ABSTRACT While international securities transactions have become the norm in today's globalized economy, such transactions necessarily implicate the laws of more than one nation, thereby creating both conflict and confusion. Due to the depth and breadth of U.S. securities laws, plaintiffs often prefer to sue in the...

Deputizing directors.
New SEC rules create new duties for directors. A few safeguards for your consideration. LAST DECEMBBR, the Securities and Exchange Commission issued a series of new rules regarding audit committees. While the new rules purport to require only additional disclosures from and about corporate audit committees, they...

Foreign Corrupt Practices Act.
I. INTRODUCTION Congress enacted the Foreign Corrupt Practices Act ("FCPA")(1) in 1977 to criminalize illicit payments to foreign public officials by U.S. businesses and individuals.(2) Since then, however, U.S. businesses have been forced to compete in international markets against foreign business competitors unconstrained by laws proscribing bribery.(3)...

The easy case for derivatives use: advocating a corporate fiduciary duty to use derivatives.
In the 1990s, derivatives left their mark in newspaper headlines, financial statements of corporations, and the minds of brokers, CEOs, shareholders, lawyers, regulators, legislators, and investors worldwide. Two very distinct perceptions of derivatives have emerged, depending on one's level of sophistication and personal experience with derivatives. To victims of...

How will you recruit for audit committees?
New rules will make this more difficult, but an enhanced D&O policy can help. THIS YEAR, public-company boardrooms will feel the impact of a spate of new rules intended to enhance audit committee effectiveness and the reliability of financial statements. Adopted in December 1999 by the New...

The Law of Partnerships and Corporations.
J. Anthony VanDuzer, The Law of Partnerships and Corporations, 2d ed. (Toronto: Irwin Law, 2003). Pp. xvii, 512. It is high praise when a book aimed at law students is endorsed by judges. Such praise accompanied the first edition of this book, (1) and it will accompany...

'Going dark': competing considerations make the decision to exit the SEC reporting system a difficult one for the board.
TODAY, approximately 9,000 companies file quarterly and annual reports with the SEC. Roughly 40% of these companies report annual revenues of less than $50 million. Dramatically increased compliance responsibilities, a more active enforcement agenda at the SEC and other government agencies, risks of stockholder litigation, and increased risks of...

Tell me again: what do you want to do? What a counselor to senior executives advises a client who is considering joining a board.
HOW DO I RESPOND when a client asks about corporate board membership? In years past, joining a board was a high honor. Lately, the seemingly endless headlines trumpeting governmental investigations into corporate malfeasance have lent an ominous cast to the prospect of what once was a coveted badge of...

Oracle speaks, and the bar is raised: a Delaware court's decision will lead to more searching inquiries into the independence of directors.
IN THIS POST-Sarbanes-Oxley era, "independence" is the watchword of corporate governance. The call for greater independence of public company directors resounds far beyond the boardrooms: The NYSE and Nasdaq are requiring (with limited exceptions) that boards of listed companies have a majority of independent directors, and Congress, through Sarbanes-Oxley,...

Neither an auditor nor an editor be: how directors should approach their role in reviewing periodic reports.
IT IS NO SURPRISE that now, more than ever, regulators and investors are more carefully scrutinizing the accuracy and adequacy of the SEC filings made by public companies--and in particular their annual and quarterly reports. Directors, particularly those on the audit committee, have oversight responsibilities for these...