Media Mentions
2008
Michael Peregrine was quoted in the March 28 issue of TaxAnalysts in an article regarding the new final regulations under section 4958 that were released by the IRS making clear that tax-exempt organizations that become involved in excess benefit transactions with disqualified persons will be in better shape if they discover the problem and take corrective action before the IRS gets involved. "The final regulations are significant from a corporate governance perspective. The regulations show that an organization's board must be aware of the circumstances under which excess benefit transactions can put exemption at risk," Mr. Peregrine said.
Michael W. Peregrine, Corporate Responsibility, Health, Tax Exemption
Michael Peregrine was quoted in the March 6 issue of BNA's Health Law Reporter in an article regarding the IRS' releasing of an updated memorandum detailing those organizational structures and operational policies that it believes will improve governance of tax-exempt organizations. "The memorandum sheds important new light on the IRS' view of such important issues as governing board size, diligence and composition; oversight of sophisticated investment vehicles; and document retention and whistleblower policies," Mr. Peregrine said.
Michael W. Peregrine, Corporate Responsibility, Health, Tax Exemption
2007
James L. Sanders was quoted in an April 26 article published by the Los Angeles Daily Journal regarding the Security and Exchange Commission's (SEC) investigation of Apple Inc. and accusations made by the former CFO Fred Anderson against current CEO Steve Jobs. Mr. Sanders explained that the accusations are very unlikely to lead to formal charges being filed against either the company or Jobs. "You have to assume that [SEC investigators] evaluated Anderson's information along with the Apple special committee's report and any other information they gathered and came to the conclusion as to who should be named in the lawsuit," he said.
James L. Sanders, Corporate Responsibility, Corporate Responsibility - White Collar, Trial, White-Collar Criminal Defense
James L. Sanders was quoted in the April 25 issue of The Los Angeles Times in an article regarding Apple Inc.'s internal independent investigation looking into allegations of options backdating, the sharing of its findings with the Securities and Exchange Commission (SEC) and the indictment of the company’s former CFO and an ex-executive. Mr. Sanders commented that since the SEC had not sued the company itself nor its current CEO Steve Jobs, Apple will likely not face indictment. "It makes it really difficult for me to imagine Apple facing criminal indictment," he said.
James L. Sanders, Corporate Responsibility, Corporate Responsibility - White Collar, Trial, White-Collar Criminal Defense
Thomas Murphy was quoted in the April edition of CFO Magazine in relation to the "eProxy" ruling from the Securities and Exchange Commission that will go into effect on July 1, 2007. The new rule will allow companies to almost entirely bypass the costly process of printing and shipping proxy statements by providing information via the internet. Mr. Murphy explained that the benefit of the eProxy rules go beyond savings. They should also speed up voting and increase participation because most investors and shareholders are already comfortable using the internet.
Thomas J. Murphy, Corporate, Corporate Responsibility
Jeffrey E. Stone was quoted in the March 27 issue of The Wall Street Journal in an article regarding Firm client Gary Gerhardt, the former finance chief of Engineered Support Systems Inc., being charged with fraud and other offenses relating to options backdating. Mr. Stone aid, "Any jury who gets the chance to hear him will find him to be an honest and straightforward man."
Jeffrey E. Stone, Corporate Responsibility, Corporate Responsibility - White Collar, Trial, White-Collar Criminal Defense
Steven S. Scholes was quoted in a February 22 article published by CFO.com regarding an NYSE trading specialist who was acquitted of fraud charges in the Southern District of New York. Mr. Scholes commented on SEC Rule 10b-5, particularly its use by prosecutors to charge individuals who deceive or mislead financial statement readers. He explained that 10b-5 is "the heart and soul" of the federal antifraud provision.
Steven S. Scholes, Corporate Responsibility, Trial
William Schuman was quoted in the February issue of CFO in an article on a recent Delaware Supreme Court decision regarding director liability. Ruling in the case Stone v. Ritter, the court stated that the complainants must prove directors "knew that they were not discharging their fiduciary obligations." Mr. Schuman said, "Proving simple negligence is not going to be enough. What [the Delaware court] is looking for is something very close to intent. It's a really tough standard to meet."
William P. Schuman PC, Corporate Responsibility, Professional Responsibility, Trial
Matthew J. Jacobs was quoted in the January 11 issue of The Seattle Times in an article about the charges against private investigator Bryan Wagner for his involvement in the HP probe. Mr. Jacobs commented that the way Wagner was charged suggests that he is cooperating with investigators. "The government likes to start at the lowest point in the chain of responsibility and flip people…to build the case against those more senior," he said.
Matthew J. Jacobs, Corporate Responsibility, Trial, White-Collar Criminal Defense
James L. Sanders was quoted in a January 4 article on BusinessWeek.com regarding Steve Jobs' role in Apple Computer's recent options backdating investigation. In regards to a general trend where special committee investigations show that accounting irregularities are swiftly rectified, he commented, "I just don't think the Apple report is going to do that."
James L. Sanders, Corporate, Corporate Responsibility, Trial
Jeffrey E. Stone was quoted in the January 2007 issue of Corporate Board Member Magazine in an article regarding how different boards of directors have handled crisis management in response to charges of illegal conduct. Mr. Stone stated that when facing allegations, a company should create a plan to cooperate with the government to avoid broader charges. "Sometimes it may be in the corporation's best interest to walk into the government's office and say, 'Here's what we think happened, here's how this corporate officer eluded detection and was somehow able to avoid compliance, and here's how we as an entity were defrauded by this individual,'" he said.
Jeffrey E. Stone, Corporate Responsibility, Corporate Responsibility - White Collar, Trial, White-Collar Criminal Defense
2006
James Sanders was quoted by the Los Angeles Times on December 13 calling the McNulty Memorandum a significant and welcome change. "Corporations will still realize there's a benefit [to cooperation] in certain circumstances," commented Mr. Sanders. "This is not going to eliminate cooperation."
James L. Sanders, Corporate Responsibility, Trial
Matthew J. Jacobs was quoted by USA Today on December 12 regarding the Justice Department's new guidelines that could curb prosecutors in their fight against corporate crime. Mr. Jacobs called the guidelines a real helpful correction, commenting, "The government has had so much power and discretion that it overplayed its hand."
Matthew J. Jacobs, Corporate Responsibility, Trial
Matthew J. Jacobs was quoted by The Los Angeles Times on November 16 regarding continued executive terminations surrounding alleged option manipulation. Mr. Jacobs commented, "The reason that companies typically terminate executives is to take a step to avoid prosecution of the company itself."
Matthew J. Jacobs, Corporate Responsibility, Trial
Howard Steinberg was quoted by Corporate Secretary in their November issue regarding the recent decisions of various directors who have chosen to speak to the media before they speak to their board of directors regarding various issues/problems within their company.
Howard E. Steinberg, Corporate, Corporate Responsibility
Matthew J. Jacobs was quoted in an October 24 article published by Bloomberg regarding an ongoing options backdating investigation at Comverse Technology, Inc. Former Comverse CFO David Kreinberg is the first executive to plead guilty, but as part of a plea deal, he implicated former Comverse CEO Jacob Alexander. Mr. Jacobs discussed the government's use of plea agreements to convince executives to conspire against higher ranking executives. "It's always helpful to the government to have someone on the inside who can give life to documents and explain from the insider's [perspective] what occurred," he said.
Matthew J. Jacobs, Corporate Responsibility, Trial
James L. Sanders was quoted in an October 17 article on CFO.com regarding the clearing of former Enron chairman Kenneth Lay's criminal record as a result of his death prior to his appeal. In response to the court's claim that the DOJ's $43.5 million claim against Lay will be dismissed, Mr. Sanders commented, "The implication [of Lay's death] is that civil suits against him cannot claim that they are entitled to summary judgment."
James L. Sanders, Corporate Responsibility, Trial
James L. Sanders was quoted in the October 15 edition of The San Francisco Chronicle in an article discussing how individuals formerly employed at companies where backdating probes are taking place may find it difficult to find new jobs. Companies may be able to ease the burden by conducting their own internal investigations. "If companies want to get credit (with the SEC and Justice Department) for their cooperation by showing they found a problem and have done everything possible to eliminate it going forward, one thing they will want to say is that people associated with the problem are no longer here," he mentioned.
James L. Sanders, Corporate Responsibility, Securities, Securities Litigation, Trial
Matthew J. Jacobs was quoted in the October 14 edition of The San Francisco Chronicle in an article discussing the extent to which federal agencies are investigating options backdating allegations and related criminal charges. He commented on how the government is allowing companies to perform internal investigations. "The government has given companies some leeway to do their own investigations," he said. "So you are seeing a rash of public statements, restatements, resignations and firings as companies position themselves to deal with the government."
Matthew J. Jacobs, Corporate Responsibility, Trial
Michael D. Kendall was quoted in the October 13 issue of The Boston Globe in an article regarding recent federal probes at more than 140 U.S. companies investigating the use of options backdating practices. Many firms are terminating or forcing out executives before any formal reviews have taken place or full accusations have been made. "We live in an unforgiving environment, where it’s not just substance, but also appearance and style issues can matter," he said.
Michael Kendall, Corporate Responsibility, Trial
James Sanders was quoted in the October 11 issue of The Financial Times in an article about how some corporate executives are losing their jobs due to options backdating, while others are not. Mr. Sanders commented that the SEC will have to decide whether knowledge of backdating is enough to ban an executive from running a public company. "At this point there has been very little guidance from the SEC or the U.S. attorney's office about what constitutes a serious options violation," said Mr. Sanders.
James L. Sanders, Corporate Responsibility, Trial
Mark A. Collins was quoted in an October 11 article published by Compliance Week regarding options backdating investigations and the extent to which D&O insurance covers officers and directors. Mr. Collins explained that any officer or director who may be charged or investigated in the course of options backdating probes should look closely at D&O liability policy coverage. "The defense costs for these types of problems can be significant to the extent that D&O coverage is available, they should become familiar with its terms and conditions and make their claims," he said.
Mark A. Collins, Corporate Responsibility, Trial
Matthew J. Jacobs was quoted in the October 4 issue of The San Jose Mercury News in an article regarding the investigation into the legality of HP's board investigations. Mr. Jacobs said that the case against Patricia Dunn and other HP executives comes down to poor judgment. "It doesn't reach the heart of the company's business like the Enron case did," he said.
Matthew J. Jacobs, Corporate Responsibility, Trial
Matthew J. Jacobs was quoted in the September 21 edition of MarketWatch in an article regarding Hewlett Packard's (HP) release agreement with two former directors whereby HP and the former directors agreed to not sue each other. Mr. Jacobs commented on the agreement, which also provides that HP pay any legal expenses incurred by the former directors due to legal or governmental inquiries stemming from the highly publicized HP pretexting matter. "It's not usual for a company to do something like this in this type of situation," he said.
Matthew J. Jacobs, Corporate Responsibility, Trial
Matthew J. Jacobs was quoted in the September 21 issue of The San Jose Mercury News in an article regarding potential charges brought against individuals involved in the recent Hewlett-Packard pretexting investigation. Mr. Jacobs commented on the difference between bad judgment and committing a crime. "If the facts are that these people got legal opinions that these practices were acceptable, it's going to be very difficult for the government to bring a criminal case," he said.
Matthew J. Jacobs, Corporate Responsibility, Trial
Matthew J. Jacobs was quoted in the September 19 issue of The New York Times in an article regarding potential charges brought against individuals involved in the recent Hewlett-Packard pretexting investigation. Mr. Jacobs commented on the argument that California prosecutors would have to prove in order to find the individuals involved guilty. "Poor supervision is not a crime," he mentioned.
Matthew J. Jacobs, Corporate Responsibility, Trial
Eugene Goldman was interviewed on September 19 by Bloomberg Radio about the Hewlett-Packard spy-on-board controversy.
Eugene I. Goldman, Corporate Responsibility, Trial
Matthew J. Jacobs was quoted in the September 14 issue of the Washington Post in an article regarding options backdating probes. Mr. Jacobs commented that businesses in Silicon Valley, many of which are currently being investigated, were growing quickly and did not have experienced in-house accounting and legal expertise. "Young companies…do not necessarily have a long tradition of corporate governance," he mentioned, “and part of it is learning on the job."
Matthew J. Jacobs, Corporate Responsibility, Trial
Matthew J. Jacobs was quoted in the September 11 issue of Business Week in an article about the practices leading up to the options backdating-related legal issues. In reference to the 74 SEC inquiries and 49 criminal probes in this area, Mr. Jacobs commented, "It is unprecedented to have so many major corporations under investigation at one time."
Matthew J. Jacobs, Corporate Responsibility, Corporate Responsibility - White Collar, Trial, White-Collar Criminal Defense
Matthew J. Jacobs was quoted in the September 9 issue of the San Francisco Chronicle in an article on the federal government’s investigations of fraud and misrepresentation relating to Hewlett-Packard's hiring of private investigators to find the source of board leaks. Mr. Jacobs commented that it will be difficult to prove wrongdoing by Hewlett-Packard because of its use of a chain of contractors. "Each step (removed) makes it all that much more difficult to prove a case," he mentioned.
Matthew J. Jacobs, Corporate Responsibility, Corporate Responsibility - White Collar, Trial, White-Collar Criminal Defense
Matthew J. Jacobs was quoted in the August 9 issue of Red Herring on options backdating. In regard to charges against Comverse Technology executives, Mr. Jacobs commented, "What's interesting is that the government filed a criminal complaint as opposed to seeking an indictment. The significance of that is that by filing a criminal compliant, the government gets to spell out all its evidence in an affidavit."
Matthew J. Jacobs, Corporate Responsibility, Corporate Responsibility - White Collar, Trial, White-Collar Criminal Defense
Matthew J. Jacobs was quoted in the September 8 issue of the San Francisco Chronicle in an article about the Internal Revenue Service (IRS) joining other federal agencies in investigating companies for backdating options. Mr. Jacobs commented on the large amount of public attention focused on this area. "These federal agencies are not immune from wanting a part of such high-profile cases" he said.
Matthew J. Jacobs, Corporate Responsibility, Corporate Responsibility - White Collar, Trial, White-Collar Criminal Defense
James Sanders was quoted by the Christian Science Monitor on August 31 regarding the decrease of white-collar prosecutions in the United States. "There's been a shift of priorities since September 11 at the [FBI], in the sense that they've moved bodies from fraud and white-collar crime units to terrorism units," commented Mr. Sanders.
James L. Sanders, Corporate Responsibility, Corporate Responsibility - White Collar, Trial, White-Collar Criminal Defense
Michael Kendall was quoted in the August 26 issue of The Boston Globe on the more than 100 companies facing scrutiny over stock options accounting. Many are delaying quarterly filings while they conduct reviews. "It will be interesting to see if they [Nasdaq and the NYSE] will truly pull the trigger, as they have been threatening," commented Mr. Kendall.
Michael Kendall, Corporate Responsibility, Trial
Matthew J. Jacobs was quoted in the August 15 issue of The National Law Journal in an article regarding recent attacks on DOJ tactics in white-collar cases. Mr. Jacobs commented that the KPMG case and the U.S. Supreme Court's reversal of Andersen's conviction will have a strong effect on the government. "Challenging fee arrangements was always on the extreme end of what the government was doing in compelling companies to cooperate," he mentioned.
Matthew J. Jacobs, Corporate Responsibility, Corporate Responsibility - White Collar, Trial, White-Collar Criminal Defense
James Sanders was quoted on backdating stock options in the July 31 edition of The National Law Journal. "The SEC has looked into a lot of situations recently, and examined the role of lawyers in more detail than they might have done in the past," commented Mr. Sanders.
James L. Sanders, Corporate Responsibility, Trial
Michael Kendall was quoted in the May 26 issue of the Christian Science Monitor regarding the effect of the guilty verdict in the Enron case will have on the "corner office." Now a CEO is more than a manager: "The concept is crisis management...You have to manage the crisis before it consumes you."
Michael Kendall, Corporate Responsibility, Trial
Michael Peregrine was quoted in the April 20 issue of BNA's Health Law Reporter regarding the U.S. Sentencing Commission's April 5 vote to remove language in the Sentencing Guidelines that puts pressure on corporations under criminal investigation to waive attorney-client privilege and work product protection as a condition of being deemed cooperative with prosecutors. "The change will affect any regulated organization that has a compliance plan, including those in the health care industry," Mr. Peregrine said.
Michael W. Peregrine, Corporate Responsibility, Health, Tax Exemption
Michael Peregrine was quoted in the April 17 issue of Modern Healthcare regarding the Government Accountability Office’s second series of "soft-contact-audit" letters after a batch the GAO mailed earlier this year. "The GAO inquiry is distinct from the IRS probe,” Mr. Peregrine said. "Tax-exempt hospitals are facing two separate inquiries with overlapping issues this year."
Michael W. Peregrine, Corporate Responsibility, Health, Tax Exemption
Eugene Goldman was quoted by Dow Jones, Reuters and CFO. com on April 12 regarding the SEC action and settlement with PKF, a UK auditing firm.
Eugene I. Goldman, Corporate Responsibility, Trial
Howard Steinberg was quoted in the March 24 issue of The Wall Street Journal on Sovereign Bancorp Inc. and Relational's settlement deal on a 12- member board. "While having a board seat will put them [Relational] in the information flow...in terms of really affecting outcomes, it's hard to see how one director really does it," commented Mr. Steinberg. The article also ran on MarketWatch.com and on Dow Jones.
Howard E. Steinberg, Corporate, Corporate Responsibility
Jeff Stone was quoted in the January 26 issue of the Washington Post on the impact of new laws and regulations surrounding corporate fraud.
Jeffrey E. Stone, Corporate Responsibility, Trial
David Cifrino was quoted in the January 5 issue of The Boston Globe on Sovereign Bancorp's decision to delay their annual meeting until two transactions close in order to gain a large, friendly shareholder in Santander to help vote against Relational's plans to oust all of the bank's directors.
David A. Cifrino PC, Corporate, Corporate Responsibility
2005
Mark Mihanovic was quoted in the October 4 issue of the Daily Deal in regard to how independent banks are turning to small acquisitions to protect their increasingly threatened core businesses.
Mark J. Mihanovic, Corporate, Corporate Responsibility
Eugene Goldman was quoted in the August 29 issue of Tire Business regarding "Wells notices" issued by the SEC. Mr. Goldman commented, "There are times when the Wells notice goes out and no action is brought." He said "If the company's restated, then they've already taken a hit in the marketplace. The issue is whether the SEC has uncovered additional things that would cause them to restate more." He outlined the potential enforcement action. The first tier applies to violations that don't involve fraud or substantial investor losses and carries fines of $50,000 per violation. The second tier applies to violations that include fraud, deceit or deliberate disregard of regulatory requirements but without significant shareholder losses and carries fines of $500,000 per violation. The violations can be multiplied by financial reports affected or other metrics, but fines have room for negotiation.
Eugene I. Goldman, Corporate Responsibility, Corporate Responsibility - SEC Enforcement, Securities Litigation, Trial
Michael Peregrine was quoted in the June 3 issue of Health Law Reporter in the lead article "Ways and Means Hearing, Grassley Letter Keep Congress' Foot on Nonprofit Hospitals." Mr. Peregrine said the May 26 hearings suggest "an increased likelihood" that Congress will propose nonprofit oversight legislation that could refine the criteria for tax-exempt hospitals and dictate nonprofit governance standards. "I think is fairly clear from the confluence of the Grassley letter and the focus of the hearings that Congressional leaders believe that the nonprofit, tax-exempt hospital industry deserves special legislative attention with respect to the criteria by which 501(c)(3) status is preserved under the Internal Revenue Code," Mr. Peregrine said.
Michael W. Peregrine, Corporate Responsibility, Health, Tax Exemption
Thomas Sauermilch was quoted on March 16 in a Dow Jones Newswire on how corporate governance is playing out in the M&A market.
Thomas Sauermilch, Corporate, Corporate Responsibility, Mergers & Acquisitions
Michael Peregrine was quoted in "With Charity for All?" published in the February issue of Corporate Counsel in regard to nonprofit organizations choosing to implement some of the Sarbanes-Oxley provisions. Mr. Peregrine commented that the efforts by nonprofit corporations to effect these reforms within their own governance structure is a "validation that people think Sarbanes-Oxley principles make good sense. But it is also a sign that [GCs] want to keep their organizations out of trouble." In addition, a sidebar story, "Both Sides Now," written by Mr. Peregrine accompanied this article, and addressed why general counsels of nonprofit organizations are becoming champions of "corporate responsibility."
Michael W. Peregrine, Corporate Responsibility, Health, Tax Exemption
Michael Peregrine was quoted in the January 31 issue of the National Law Journal in regard to nonprofit organizations choosing to implement some of the Sarbanes-Oxley provisions. Mr. Peregrine commented that the efforts by nonprofit corporations to effect these reforms within their own governance structure is a "validation that people think Sarbanes-Oxley principles make good sense. But it is also a sign that [GCs] want to keep their organizations out of trouble."
Michael W. Peregrine, Corporate Responsibility, Health, Tax, Tax Exemption
Eugene Goldman was quoted in the January 9 issue of the Los Angeles Times on whether the SEC is lessening its zeal for tough enforcement. Over the past two years, SEC has hired more than 1,100 staff members. "They're adding attorneys. They're adding accountants. They're adding investigators," commented Gene. "Their settlement demands make us litigate for clients more than ever before. I don't see how that can mean less enforcement."
Eugene I. Goldman, Corporate Responsibility, SEC Defense, Securities Litigation, Trial
Monte Dube was quoted in a Special Report in the January 3 issue of Modern Healthcare regarding new challenges facing executives at hospitals, health systems and other provider organizations this year. Monte stated that hospital boards and administrators will be under even greater pressure to meet or surpass standards for transparency and accountability in the wake of Enron, the Sarbanes-Oxley Act and the ongoing scandals of Wall Street. "The public expectation for not-for-profit hospitals is that their standards and practices of corporate responsibility and governance should exceed what the law requires." Mr. Dube also mentioned that the IRS will continue to analyze how hospitals compensate executives and whether board members profit unfairly. "The not-for-profit hospital is no longer an island. Those who don't believe how serious the government is are hiding their heads in the sand," he added.
Monte I. Dube, Corporate Responsibility, Health, Health - General Counsel
Steve Scholes was quoted in the January issue of D&O Advisor regarding Sarbanes-Oxley and barring defendants in fraud cases from serving as directors or officers of public companies. The D&O bar from serving as an officer or director may last five, ten or 15 years, or a lifetime. It's a "career death sentence" Mr. Scholes commented. Even a five-year bar could stigmatize executives or board members for the rest of their working lives, he continued. There are currently no statistics on the number of directors and officers who resist a D&O bar. Although it is believed that such cases are rare, Mr. Scholes predicts they are likely to grow, "We're at the precipice of a change."
Steven S. Scholes, Corporate Responsibility, Trial
2004
Michael Peregrine was quoted in BNA's Health Law Reporter on November 18 in regard to a Delaware Chancery Court decision in which several directors were held liable for breach of their fiduciary duties in good faith and loyalty. Mr. Peregrine commented that this is the second of three expected Delaware court decisions addressing director conduct post Sarbanes-Oxley. He continued by saying the cases are noteworthy because together they have the potential to impose a higher standard of care for directors with specialized knowledge.
Michael W. Peregrine, Corporate Responsibility, Health
James Sanders was a panelist in a Los Angeles/San Francisco Daily Journal EXTRA article regarding Sarbanes-Oxley related matters on November 15, 2004. Panelists included a variety of lawyers who have developed full-fledged practices advising in this area to discuss Sarbanes-Oxley and its aftermath. Mr. Sanders specifically spoke on his experience in white-collar, criminal and SEC defense.
James L. Sanders, Corporate Responsibility, Trial
Eugene Goldman was quoted in the September 28 issue of The Wall Street Journal in regard to Fannie Mae's Chief Financial Officer J. Timothy Howard's decision to sell millions of dollars of stock during the period that is now under accounting scrutiny by regulators. Mr. Goldman said the key question [under the relevant SEC rule] is whether Mr. Howard had material non-public information when he entered into his stock-sales plan. "In other situations, the SEC has charged people with insider trading [if the insider was] disposing of company stock while aware of financial irregularities," commented Mr. Goldman. "What you don't know is what is it that he knew before he entered into the plan."
Eugene I. Goldman, Corporate Responsibility, Trial
Mark Pearlstein was quoted by the Wall Street Journal on September 20 regarding the deferred prosecution agreement included within the resolution Computer Associates discussed with the U.S. Department of Justice. Mr. Pearlstein commented on the agreement saying Computer Associates would have a "sword of Damocles hanging over its head. If the corporation were to screw up, the prosecution could be revived."
Mark W. Pearlstein, Corporate Responsibility, Trial
Eugene Goldman was quoted in the August 14 issue of National Post in an article reporting on some recent developments that illustrate that American companies are realizing that routine cursory checks on overseas internal controls are not always enough. Mr. Goldman, who spent much of last year advising clients on how to clean up their overseas offices, commented, "Some of the advice is on simple revenue recognition. Asking local managers to match up contracts with deliveries."
Eugene I. Goldman, Corporate Responsibility
Michael Peregrine was quoted in the July 8 issue of the Chicago Sun-Times in regard to Eliot Spitzer's lawsuit against Richard Grasso, former chairman of the NYSE. Spitzer's lawsuit did not delve into the NYSE's contributions, which suggests there were no improprieties commented Mr. Peregrine. "One would think the Attorney General would have run an allegation of improper uses of donations if there was indeed credible evidence."
Michael W. Peregrine, Corporate Responsibility, Tax Exemption
Michael Peregrine was quoted in Bloomberg news story on July 7 in regard to Eliot Spitzer's lawsuit against Richard Grasso, former chairman of the NYSE, citing New York's not-for-profit corporation law that officers' pay must be "reasonable." Spitzer's lawsuit did not delve into the NYSE's contributions. That suggests there were no improprieties commented Mr. Peregrine. "One would think the Attorney General would have run an allegation of improper uses of donations if there was indeed credible evidence."
Michael W. Peregrine, Corporate Responsibility, Tax Exemption
Michael Peregrine was quoted in the June 21 issue of Business Week in response to Eliot Spitzer's lawsuit against Richard Grasso on the IRS's plans to examine executive compensation among nonprofits. Mr. Peregrine commented that prior to the Sarbanes-Oxley Act, nonprofit organizations (which do not have investors) were not subject to as much oversight as to their business and corporate affairs as were business corporations.
Michael W. Peregrine, Corporate Responsibility, Health, Tax Exemption
Michael Peregrine was quoted in the June 14 issue of Business Week on new obligations for corporate directors to oversee corporate compliance plans, arising out of the new proposed amendments to the federal sentencing guidelines.
Michael W. Peregrine, Corporate Responsibility, Health, Tax Exemption
Helen Friedli was quoted in the June 11 issue of Business Week in an article reporting on Steve Cutler, enforcement chief of the U.S. Securities and Exchange Commission (SEC). The article discussed Cutler playing hardball with wrongdoers in Corporate America and on Wall Street. In particular, Ms. Friedli commented on the result of Sarbanes-Oxley that indirectly boosted the SEC's leverage over defendants by encouraging the U.S. Sentencing Commission to overhaul guidelines for prison terms for criminal securities fraud. For example, Jamie Olis, a former Dynegy Inc. executive, was sentenced to more than 24 years in prison for his role in a scheme to conceal a $300 million loan from investors. "The Olis case made people look carefully at the potential benefits of early cooperation and resolution [with the SEC]," she said.
Helen R. Friedli PC, Corporate, Corporate Responsibility
Michael Peregrine was quoted in the June 2004 issue of the ABA Journal, in an article regarding the fact that nonprofit organizations are now being more closely scrutinized by the government. According to Michael, there is a critical difference between nonprofits and for-profit companies. "The responsibilities of a nonprofit board are essentially the same as those of a for-profit company," Mr. Peregring said. "They must have a duty of loyalty, a duty of care, fiscal responsibility. But there's one additional duty for the nonprofit board -- the duty of obedience to the stated mission."
Michael W. Peregrine, Corporate Responsibility, Health, Tax Exemption
Michael Peregrine commented on New York Attorney General Eliot Spitzer's lawsuit seeking more than $100 million from the former NYSE Chairman Richard Grasso in the June 1 issue of the Chicago Tribune. More cases like this are likely and it is alerting nonprofits to the areas regulators will be examining in compensation Mr. Peregrine commented. "I think it's a very powerful argument when an attorney general goes after a charity and says, 'You're paying your CEO too much.' It's really a helpful development for nonprofits, giving them added incentive to examine their own procedures," Mr. Peregrine said.
Michael W. Peregrine, Corporate Responsibility, Health, Tax Exemption
Michael Peregrine was quoted in a May 26 Reuters story, which also appeared on Forbes.com, regarding Eliot Spitzer's decision to sue former NYSE Chairman and Chief Executive Richard Grasso. "There are important nuances in Spitzer's argument against Grasso," commented Mr. Peregrine. "Part of Spitzer's argument is that the board was misled. It's very difficult to criticize a board for failure to exercise appropriate judgment if part of your argument is that the process was flawed and the board was not allowed to see certain information."
Michael W. Peregrine, Corporate Responsibility, Health, Tax Exemption
Michael Peregrine was quoted in the May 25 issue of USA Today in an article reporting on New York Attorney General Eliot Spitzer's groundbreaking lawsuit against the former head of the New York Stock Exchange, Richard Grasso. Spitzer is suing Grasso to return "in excess of $100 million" arguing Grasso's pay was unreasonable under New York state laws governing not-for-profit institutions such as the NYSE. "Spitzer's suit shines a bright light on the process by which nonprofit organizations establish compensation," commented Mr. Peregrine. "You have billion-dollar nonprofits across the country, and this is an enormously hot issue right now."
Michael W. Peregrine, Corporate Responsibility, Health, Tax Exemption
Gordon Greenberg was quoted in a Reuters wire story regarding the Martha Stewart case. The story which appeared in The Toronto Star, the Calgary Sun and The Ottawa Sun on April 2 reported on Martha Stewart's retrial. "It's an uphill battle for the defense," commented Mr. Greenberg.
Gordon A. Greenberg, Corporate Responsibility, Trial
Eugene Goldman was quoted by Reuters on March 30 in regard to the possibility that the New York Stock Exchange will be sanctioned by the U.S. Securities and Exchange Commission for failing to properly supervise its floor traders. The article reported that some commission members are considering fining the NYSE or altogether removing the exchange's ability to regulate itself, even though the NYSE has implemented structural changes under John Reed. "All of the changes would certainly have impact on deterring the Commission from launching a nuclear bomb on the exchange in the regulatory context. But if they feel there was a serious breakdown, the SEC will probably proceed with disciplinary measures," commented Mr. Goldman.
Eugene I. Goldman, Corporate Responsibility, SEC Defense, Securities, Securities Litigation, Trial
Eugene Goldman was quoted in the Washington Post on February 28 in response to the federal judge throwing out the most serious criminal charge against Martha Stewart. Mr. Goldman commented that as a result of this decision, "Corporate executives who want to deny government charges can breath easier because the judge has confirmed that the government has to provide specific evidence that 'proclamations of innocence were made with intent to deceive shareholders.'"
Eugene I. Goldman, Corporate Responsibility
Eugene Goldman was quoted in the February 20 issue of Christian Science Monitor regarding the whether Martha Stewart will testify. If she does take the stand two issues that she will have to address will be the phone message from Peter Bacanovic, her stockbroker, that she allegedly changed, and Stewart's version of the story in regards to Sam Waskal selling his imClone stock. "I think the jury is very curious about why she changed the message," commented Mr. Goldman. "Why would she sit down at her secretary's chair and use the mouse on her computer and erase a message and type something else. Why did you panic?" Mr. Goldman also said he would want to ask Stewart if and when she heard that Waskal was selling.
Eugene I. Goldman, Corporate Responsibility, Trial
Eugene Goldman was quoted "Why CEOs Should Hope Martha Walks," published in Fortune magazine on February 9. The article points out that according to legal experts, the prosecution's case stretches the scope of securities laws in ways that threaten to muzzle all top executives. For example, Mr. Goldman said, "If the government wins the ability to proclaim your innocence gets watered down."
Eugene I. Goldman, Corporate Responsibility, Trial
Eugene Goldman was quoted in the February 6 issue of the Baltimore Sun in an article reporting on the Martha Stewart trial. The article reports that the securities fraud charge against Stewart for falsely proclaiming her innocence to shareholders in her company could impact how other executives publicly react to accusations of wrongdoing. "Whether or not [prosecutors] win against Stewart, the charges will cause chief executive officers to huddle very closely with their counsel, on what, if anything, they can say publicly about charges that have been disseminated by the prosecutors," commented Mr. Goldman.
Eugene I. Goldman, Corporate Responsibility, Trial
Thomas Murphy was quoted in the Financial Times on January 28 regarding Adecco's silence on its accounting problems. So far the Swiss company's comments on the difficulties that forced it to postpone its 2003 results have been very limited and management has mentioned Sarbanes-Oxley as the prime reason. However, the article pointed out that Sarbanes-Oxley does not prohibit giving information to investors and notes that Adecco is probably being extremely cautious. "The stakes are higher. The landscape is more complicated. They probably want to make sure they get it right," commented Mr. Murphy.
Thomas J. Murphy, Corporate, Corporate Responsibility, Securities
2003
Jeffrey Stone was quoted in an Associated Press story on December 19 which addressed whether mutual fund scandals that have been brought in front of a federal grand jury in Boston brings to light the difficult question of just how criminal prosecutors could or should be involved in a matter that has traditionally been the purview of the civil justice system. Several experts said that egregious market-timing abuses could rise to the necessary threshold for criminal charges of deliberate, criminal intent. Mr. Stone responded, “Market timing alone I think is a very difficult and unattractive criminal case. They’re going to look for the most egregious examples they can find. A pure market timing case does not rise to that level.” This story appeared in The Seattle Times, The Detroit News, Pasadena Star News and The Atlanta Journal-Constitution.
Jeffrey E. Stone, Corporate Responsibility, White-Collar Criminal Defense
David Fuller was quoted in Business Week on December 12 in an article reporting on the IRS's audit initiative on compensation paid to corporate officers, executives and board members. The IRS recently said it intends to make executive pay part of every future corporate audit. “They are clearly sending a signal that they are no longer a kinder, gentler IRS. I don't see this blowing over,” Mr. Fuller commented.
David R. Fuller, Corporate Responsibility, Executive Compensation, Fringe Benefits, Tax
David Fuller was quoted in an Associated Press wire story on this subject commenting that although he first became aware of this audit effort in April he has seen it expand from its initial focus on fringe benefits and deferred compensation arrangements to several other types of compensation arrangements, “This beast is growing.” He continued by saying that an internal corporate compliance audit can protect companies from some aspects of an IRS audit but that will not protect executives whose personal returns are also being examined as part of this audit initiative. The wire story was printed in a number of newspapers around the country, including the Chicago Tribune, the Miami Herald and the San Francisco Chronicle.
David R. Fuller, Corporate Responsibility, Executive Compensation, Fringe Benefits, Tax
Eugene Goldman was quoted in two recently released Reuters wire stories regarding John Reed’s (NYSE's interim chief) proposed array of reforms. On November 12, Mr. Goldman commented that SEC Chairman William Donaldsan’s support of the new reform plan would probably blunt the impetus toward a full-fledged regulatory split at the NYSE. "I don’t think (the SEC will) do anything to disrupt the Reed reforms. As they continue to look at the issue, they are going to be looking at the NASD regulation model." On November 13, Mr. Goldman was quoted in a story regarding John Reed’s plan to install board members of the NYSE who are independent from the financial service industry. Mr. Goldman commented that the SEC will "keep a watchful eye over the issue of severing the regulatory business of the exchange. The creation of an independent board will be viewed by the SEC as a first step, but probably not the last step."
Eugene I. Goldman, Corporate Responsibility, SEC Defense, Securities
Eugene Goldman was quoted in the November 8 issue of Financial Times regarding the NYSE’s continued governance reforms. Mr. Goldman commented that cases where regulation has been separated from an exchange's trading business have been well received by the SEC. The best example is the split between the NASD and the Nasdaq stock market.
Eugene I. Goldman, Corporate Responsibility, SEC Defense, Securities
Eugene Goldman was quoted in the November/December 2003 issue of Corporate Board Member magazine in the article, "The SEC vs. Eliot Spitzer: Whose Turf Is This?" Mr. Goldman commented that it is possible that a compromise could be reached regarding proposed legislation that as part of a broader securities act would reduce the states’ ability to supersede the SEC's brokerage regulations with their own, so there are not 50 different sets of rules. "I think there needs to be a mechanism that would require the state to consult with the SEC before it attempts to impose these kinds of business conditions. If the SEC has no problem, fine. If it does, the state would have to defer to the SEC."
Eugene I. Goldman, Corporate Responsibility, SEC Defense, Securities
Tom Murphy was quoted the August issue of the Chicago Lawyer regarding Sarbanes-Oxley. "Reporting up within the issuer is something the profession could and should be able to live with, he commented. "It’s hard to quarrel with the objectives. Given the debacles that occurred, there was a need to respond."
Thomas J. Murphy, Corporate Responsibility
Thomas Murphy was quoted in the July issue of Corporate Legal Times in regard to the loans of companies and the high stake risks when they are not paid off. "An atrocious amount of work has been foisted on the SEC, so it's not fair of reasonable to expect them to do anything extra that's not required by the law. That's a problem because 402 is so confusing, and it's so hard to know what it means," commented Mr. Murphy.
Thomas J. Murphy, Corporate, Corporate Responsibility
James Sanders was quoted in the Los Angeles Times on June 11 regarding Sam Waksal's sentencing. Mr. Sanders mentioned that the penalty Mr. Waksal received reflects the sentencing guidelines for corporate crimes that have been put in place since Enron and other corporate scandals. "This is a very heavy hit for an insider trading case," commented Mr. Sanders.
James L. Sanders, Corporate Responsibility, White-Collar Criminal Defense
Eugene Goldman was quoted by CBS MarketWatch on June 7 regarding the SEC's action against Martha Stewart. Mr. Goldman commented that prosecutors must prove that Stewart knew that receiving information from a stockbroker about another client breached Merrill Lynch's stockbroker duty. Mr. Goldman also commented on the SEC's insider trading charges in the Chicago Tribune on June 10. "I know of no case where knowledge of an insider's trading being communicated by your stockbroker results in liability for insider trading," he commented.
Eugene I. Goldman, Corporate Responsibility
Eugene Goldman appeared on CNBC's News with Brian Williams on June 3 and Bloomberg radio on June 4 in regard to Martha Stewart's indictment by a grand jury. He was also quoted on Forbes.com on June 5. "While much of the evidence outlined in the 41-page indictment may resurface in the civil case, a judge could still rule that some of it is inadmissible," Mr. Goldman commented.
Eugene I. Goldman, Corporate Responsibility, Securities
Andrew Liazos was quoted in the May 23 issue of the Boston Business Journal regarding the effect of Sarbanes-Oxley for split-dollar insurance. "Sarbanes Oxley doesn't have that many direct impacts on benefits - the blackout and the loan impact - but the broader impact is to what degree companies will look at governance procedures for their benefits plans," commented Mr. Liazos.
Andrew C. Liazos, Corporate Responsibility, Executive Compensation
Andrew Liazos was quoted in the May issue of Board Alert in regard to the increased salaries of committee chairs, non-executive chairman and presiding directors, who are doing more work than ever before. The bigger paychecks, Mr. Liazos commented, marks "a shift in thinking. Directors are saying, 'If you're putting all this additional responsibility on me, you'd better pay me well and indemnify me.'"
Andrew C. Liazos, Corporate Responsibility, Executive Compensation
Eugene Goldman made his eleventh appearance on CNBC's Squawk Box program on April 11. Mr. Goldman was interviewed on the SEC's plan to in examine whether unregistered hedge funds should be regulated, and SEC fraud actions against hedge funds.
Eugene I. Goldman, Corporate Responsibility, Corporate Responsibility - SEC Enforcement
Monte Dube was quoted in the March 24 issue of Modern Healthcare in an article reporting that not-for-profits are voluntarily adopting new corporate accountability and board oversight mandates. "You can't have the corporate responsibility issues arise and laws arise without it being exported expectationwise to the not-for-profit world," commented Mr. Dube.
Monte I. Dube, Corporate Responsibility, Health
James Sanders was quoted in the March 10 issue of the Los Angeles Business Journal in an article reporting on U.S. Attorney Debra Yang and the increased pressure she is receiving to bring charges against businesses that don't cooperate with federal investigations and to cut deals with the ones that do. Mr. Sanders commented on Ms. Yang's role on the Corporate Fraud Task Force, a 12-member group of U.S. attorneys and other Justice Department personnel. "Yang's role on the task force may explain why cooperation is a major theme in her speeches to business groups," he said.
James L. Sanders, Corporate Responsibility
Thomas Sauermilch was quoted in the February 28 issue of The Daily Deal regarding the pay out to Mannesmann executives after the Vodafone takeover. Mr. Sauermilch commented on the dispiriting pair of developments - Mannesmann and the criminal breach-of-trust charges against the CEO of Deutsche Bank AG - for the German financial community.
Thomas Sauermilch, Corporate Responsibility, Germany
Gordon Greenberg was quoted in the February 8 issue of The Washington Post regarding the increased accountability set forth by the SEC. "Right now there's a hue and cry for all professionals, accountants and lawyers to be subject to penalties. It's like what happened in the [1980s] savings and loan crisis," commented Mr. Greenberg.
Gordon A. Greenberg, Corporate Responsibility
Thomas Murphy was quoted in the February 1 issue of International Financial Law Review regarding the Sarbanes Oxley Act and a series of reforms set forth by the SEC. "It remains to be seen whether all the additional reconciliations will improve or clutter disclosure. Whether the additional information will overwhelm or confuse the average investor or enlighten and comfort them is anyone's guess at this point," commented Mr. Murphy.
Thomas J. Murphy, Corporate Responsibility
Thomas Murphy was quoted in the January 24 issue of Financial Times regarding the SEC's decision to change some of the corporate governance rules, including their original definition of "financial expert," which is required on all companies' audit committees.
Thomas J. Murphy, Corporate Responsibility
Eugene Goldman appeared on CNBC's Squawk Box program on January 23. Mr. Goldman was interviewed on the SEC's rule to compel mutual funds to disclose their proxy voting on corporate governance and other issues. He was also interviewed on Bloomberg Television on the same subject on January 22.
Eugene I. Goldman, Corporate Responsibility
Steve Pflaum, noted as general counsel for the Chicago Bar Association, was interviewed on NPR's All Things Considered on January 10. Mr. Pflaum questioned the SEC's then-proposed rule that requires a lawyer to report, in the first instance to the issuer, if the attorney becomes aware of "information that would lead an attorney reasonably to believe that a material violation has occurred, is occurring, or is about to occur. It's an amorphous standard that would put a lawyer in a very difficult position [and] subject him or her to second-guessing" as to whether or not they should have reasonably believed a violation would occur. The final regulations adopted by the SEC on January 23 replaced the "amophorous" subjective standard with an objective one.
Steven F. Pflaum, Corporate Responsibility
2002
Thomas Murphy was quoted in the December 23 issue of The Deal regarding the chance that more companies are going to choose to go public in 2003 rather than merging. "It's unusual that member-owned organizations would conclude that going public is a great idea." Mr. Murphy continued by saying that going public is difficult even more so now with the Sarbanes-Oxley Act, "Being public is no longer the end-all, be-all for a company."
Thomas J. Murphy, Corporate, Corporate Responsibility
Michael Kendall was quoted in the December 13 issue of The Boston Business Journal in an article addressing the type of work white-collar attorneys are focusing on. Mr. Kendall commented that white-collar criminal defense attorneys agree that the theme these days is prevention and that the Sarbanes-Oxley Act is keeping the practice busy.
Michael Kendall, Corporate Responsibility, Trial, White-Collar Criminal Defense
Eugene Goldman appeared on CNBC's Squawk Box on December 3. Mr. Goldman was interviewed about the greater likelihood that clients will litigate against harsher Sarbanes-Oxley penalties sought by the SEC's Enforcement Division, and the need for the Bush Administration to take the opportunity to give a major boost to the SEC's 2003 budget and promptly fill the leadership void following the resignation of Chairman Harvey Pitt.
Eugene I. Goldman, Corporate Responsibility, Corporate Responsibility - SEC Enforcement
Andrew Liazos was quoted in the November 11 issue of Fortune magazine in regard to "sweetheart loans" covered under the Sarbanes-Oxley Act. Many public companies have ceased making premium payments pursuant to "split dollar" life insurance arrangements, which may be viewed as prohibited loans under the Act. Mr. Liazos pointed out that careful planning is required to safeguard policy values if a public company discontinues split-dollar premium payments.
Andrew C. Liazos, Corporate Responsibility, Split-Dollar Life Insurance
Monte Dube was quoted in the November/December issue of Trustee in regard to post-Enron/AHERF backlash and the increasing governance audits. Mr. Dube outlined the benefits of conducting a governance audit. The article refers to the Firm's governance audit product, co-sponsored by the American Governance Leadership Group.
Monte I. Dube, Corporate Responsibility, Health
Monte Dube contributed a Letter to the Editor in the November issue of the Harvard Business Review. Mr. Dube discussed the illusory benefits of "…establishing elegant board and committee structures, as well as implementing policies and procedures that embody governance best practices and mechanisms to reduce legal risks."
Monte I. Dube, Corporate Responsibility, Health
Gordon Greenberg co-chaired and participated in the ABA/ABA Money Laundering Enforcement Seminar which took place on October 27-29 in Arlington, Virginia, and had 550 bankers and attorneys in attendance. Mr. Greenberg was the moderator on "The Gatekeeper Issue," panel which aired on C-SPAN on October 28. The panel included leading U.S. government officials. The key issue debated was the responsibility of attorneys to report suspicious transactions by clients.
Gordon A. Greenberg, Corporate Responsibility, White-Collar Criminal Defense
Eugene Goldman appeared on CNBC's Squawk Box on October 24. Mr. Goldman was interviewed about the SEC's efforts to insulate the preparation of research reports issued by investment banks from the investment banks' underwriting of public offerings.
Eugene I. Goldman, Corporate Responsibility
Mark Pearlstein was quoted in the October 23 issue of The Atlanta Journal and Constitution in regard to the SEC's investigation of Martha Stewart. "The fact that the SEC is pushing forward is not a positive sign and indicates that the SEC believes the evidence is there to bring about a case," commented Mr. Pearlstein.
Mark W. Pearlstein, Corporate Responsibility
Mark Pearlstein was quoted in the October 22 issue of The Boston Globe in regard to the Martha Stewart investigation. Mr. Pearlstein commented on ImClone chief executive Sam Waksal's admittance of telling his daughter to sell off her ImClone stock before its plunge.
Mark W. Pearlstein, Corporate Responsibility
Eugene Goldman was quoted in the October 7 issue of Investor Relations Business regarding increased bureaucracy and regulations to avoid accounting loopholes. Mr. Goldman argued that the reason accounting scandals became such an issue was because the SEC was under-funded and understaffed, not because its lawyers were taking it easy.
Eugene I. Goldman, Corporate Responsibility
Mark Pearlstein was quoted in the October 3 issue of The Boston Globe regarding the alleged insider trading by Martha Stewart. As a result of Douglas Faneuil's confession, Mr. Pearlstein commented that his agreement with prosecutors is likely going to put more heat on Stewart. Mr. Faneuil has "every incentive at this point to truthfully cooperate with prosecutors" related to ImClone trade, commented Mr. Pearlstein.
Mark W. Pearlstein, Corporate Responsibility
Eugene Goldman appeared on CNBC's Squawk Box on September 19. He was interviewed about prosecutors' efforts to freeze assets in a manner making it difficult for a defendant to post bond pending trial. Mr. Goldman was also interviewed on congressional, SEC and DOJ interest in investment banks handing out valuable initial public offering shares to officers and directors of companies that selected the investment banks to conduct their public offerings on August 29.
Eugene I. Goldman, Corporate Responsibility
Eugene Goldman was quoted in the September 9 issue of Securities Week regarding the Sarbanes-Oxley Act. Mr. Goldman commented that the new law prohibits executives from "misleading" auditors, but that the term "misleading" is not defined and therefore leaves the door open for questions.
Eugene I. Goldman, Corporate Responsibility
Eugene Goldman was quoted in the September 5 issue of National Journal's Technology Daily regarding the new corporate responsibility laws. Mr. Goldman said the law, which creates an accounting oversight board and requires company executives to certify the veracity of their firms' financial statements, may have problems because of the ground it is trying to cover, yet the regulations do add a needed transparency.
Eugene I. Goldman, Corporate Responsibility
David Cifrino was quoted in the September issue of CFO Magazine in an article which outlined a few of the many worries of CFOs and CEOs in the post-Enron environment and the recent enactment of the Sarbanes-Oxley Act. Mr. Cifrino commented on a "guilt by association" worry in regard to a provision regarding an ethics code for finance offers included in the Sarbanes-Oxley Act, which the article stated some executives may take personally. Don't, the article stated; the ethics code provision is simply "reflective of the publicity given to misconduct by people in finance and accounting -- that's where the scandals have been," Mr. Cifrino commented.
David A. Cifrino PC, Corporate Responsibility
Richard Mitchell was quoted in the September issue of Corporate Finance on an article addressing how non-U.S. corporates will be lobbying the SEC, the NYSE and politicians in an effort to be excluded from some of the more onerous provisions of the Sarbanes-Oxley Act.
Richard Mitchell, Corporate Responsibility, London
Eugene Goldman was quoted in the September 1 issue of Mergers & Acquisitions Journal regarding new corporate governance legislation and its effect on corporate deals. "The increased transparency will increase people's comfort levels because the improved oversight of financial reporting will make the final product more accurate," commented Mr. Goldman.
Eugene I. Goldman, Corporate Responsibility
Eugene Goldman appeared on CNBC's Squawk Box on August 29. Mr. Goldman was interviewed on Congressional, Securities & Exchange Commission and Department of Justice's interest in investment banks handing out valuable initial public offering shares to officers and directors of companies that selected the investment banks to conduct their public offerings.
Eugene I. Goldman, Corporate Responsibility
Rick Mitchell was quoted in the August 20 issue of the Daily Deal in an article addressing whether the SEC will exempt foreign companies from any of the new "corporate governance" rules under the Sarbanes-Oxley Act. The article highlights Porsche AG, which recently put its plans for a secondary listing in the U.S. on hold, at least in part as a result of the new rules. Mr. Mitchell stated his view that "It may be that companies like Porsche decide not to list, and that is a bad thing. The SEC has worked hard to attract non-U.S. companies to the U.S. market, and that’s good for the companies and good for U.S. investors as well."
Richard Mitchell, Corporate Responsibility, London
Thomas Murphy was quoted in a August 16 Dow Jones News Wire regarding the certification standards executives must follow. Mr. Murphy commented on the lack of penalties outlined in the Sarbanes-Oxley Act for those executives who do not file.
Thomas J. Murphy, Corporate Responsibility
Rick Mitchell was quoted in the August 15 issue of the Daily Deal in an article addressing the August 14 deadline for top executives to personally swear to the accuracy of their financial results. Mr. Mitchell commented on Europe's response to these certifications, "Europeans are hot and bothered by the actions of Congress and the SEC." He also mentioned that foreign businesses see this as "Washington legislating for Europe," and expressed his thoughts that the decision to include foreign companies in this bill may not have been wise as some of the provisions conflict with the way foreign companies conduct their business.
Richard Mitchell, Corporate Responsibility, London
Jeffrey Stone was quoted in the August 14 issue of The Christian Science Monitor in regard to the newly mandated requirement of Congress and the SEC, which makes it the responsibility of chief executive to swear to its company's financials. "Nothing focuses the attention like the prospect of a personal prosecution," commented Mr. Stone.
Jeffrey E. Stone, Corporate Responsibility
Eugene Goldman was quoted in a Yahoo News Brief on August 8 in regard to the chief executives' certifications as mandated by Congress and the Securities & Exchange Commission. Mr. Goldman commented, "It is an effort to put personal responsibility on those in charge of the information that's being distributed. The certification may form an independent basis for enforcement action."
Eugene I. Goldman, Corporate Responsibility
Steven Scholes was quoted on August 8 in BestWire regarding corporate officers signing off on the veracity of their company's financials. Mr. Scholes explained the penalties, although not criminal, of this Securities & Exchange Comission requirement. "Any time an officer makes a statement to the public that is later deemed misleading, the signer is exposed to the federal securities law." He also commented that the law increases the penalties for white-collar crimes, including a $5 million fine and up to 20 years in prison.
Steven S. Scholes, Corporate Responsibility, White-Collar Criminal Defense
Eugene Goldman made his fourth appearance on the CNBC show Squawk Box on August 5. Mr. Goldman was interviewed by noted economist Lawrence Kudlow on recent securities law prosecutions and CEO/CFO certifications of financial statements.
Eugene I. Goldman, Corporate Responsibility, Securities
McDermott Will & Emery's hosted teleconference on the expanding accountability and liability of nonprofit corporations in the wake of business failures was recapped in the July/August issue of Trustee magazine.
Eugene Goldman was quoted in the July 29 issue of The Wall Street Journal regarding the corporate oversight bill recently passed by Congress, which increases the role of the SEC. Mr. Goldman commented on the boost of the SEC resources, which, "will result in more cases being brought [and] that will contribute to the ability of class-action lawyers to piggyback on the SEC's efforts." He concludes by saying that as a result there could be heightened exposure for accounting firms.
Eugene I. Goldman, Corporate Responsibility, SEC Defense, Securities
Jeffrey Stone was quoted in July 28 issue of the Boston Globe regarding the new order set forth by the SEC which required chief executives and chief financial officers to sign sworn statements by mid-August declaring that their most recent financial reports are accurate and complete. Mr. Stone commented on the increased use of outside counsel in regard to investigating financial irregularities, and the increased scrutiny on decision making once a problem is discovered. "On the one hand, you don't want to put bad news out there, when the market is overreacting, and you don't want to err on the side of over disclosure. On the other hand, now is the time to come clean. You can immunize or inoculate, yourself to anything that might come out later," Mr. Stone said.
Jeffrey E. Stone, Corporate Responsibility, Corporate Responsibility - White Collar, White-Collar Criminal Defense
Eugene Goldman appeared on the CNBC show Squawk Box on July 15. Mr. Goldman was interviewed on SEC priorities and securities litigation.
Eugene I. Goldman, Corporate Responsibility, Securities Litigation, Trial
Eugene Goldman appeared on the CNBC show Squawk Box on June 18. Mr. Goldman was interviewed on insider trading issues, including what the SEC looks for in an investigation and the types of defenses that can be raised.
Eugene I. Goldman, Corporate Responsibility
Donald Hilliker noted as the former chairman of the American Bar Association’s ethics committee, was quoted in the February 23 issue of the Chicago Tribune and the February 22 issue of the Los Angeles Times. Mr. Hilliker commented that in the wake of the Enron situation the ABA may change its ethics guidelines because "Law firms are often at the center of many of these transactions."