Financial Regulatory Forum

Corporate investigations are getting riskier and more difficult, experts say

By Stuart Gittleman

NEW YORK, May 29 (Thomson Reuters Accelus) - U.S. corporate officers and directors are increasingly concerned over the business and legal challenges their entities face from potential securities enforcement and criminal probes, lawyers and corporate officers are saying.

A program last week analyzed how directors, executives and corporate counsel can appropriately manage the business and legal risks of an enforcement proceeding arising from earnings misstatements or employee misconduct at both low and high levels.  (more…)

Investor group seeks JPMorgan governance changes

By Emmanuel Olaoye

NEW YORK, May 18 (Thomson Reuters Accelus) – A labor-backed investor group critical of JPMorgan Chase & Co’s corporate governance said the bank has failed to address concerns over its risk oversight and it will try to rally other shareholders for changes after a $2 billion trading loss.

CtW Investment Group, which advises labor pension funds holding what it said are 6 million shares in JPMorgan, has advocated for risk governance changes there for more than a year. The risk policy committee of the bank’s board lacks the expertise to understand risks the bank is taking, such as the complex “London Whale” transactions that led to last week’s loss disclosure, a CtW official said. (more…)

JPMorgan AGM punctured by thorny hedge issues

By Christopher Elias

LONDON/NEW YORK, May 17 (Business Law Currents) - JPMorgan’s disastrous $2 billion hedge loss has raised some thorny issues on management oversight, corporate governance and the effectiveness of the Volcker Rule, as division at the banking giant’s annual general meeting highlight a growing tension between its shareholders and management.

Little more than a week ago, prior to Tuesday’s annual general meeting (AGM), JPMorgan announced that it had incurred a $2 billion loss as a result of a hedge gone wrong from its London offices with the possibility of $1 billion in additional losses to follow. (more…)

JPMorgan repeats basic mistakes managing traders, say officials

By Rachel Wolcott

LONDON/NEW YORK, May 15 (Thomson Reuters Accelus) – JPMorgan’s Chief Investment Office, which last week was responsible for more than $2 billion in mark-to-market losses, appears to have made some classic mistakes in the risk management of trading desks and the monitoring of traders. Although the CIO losses have not been blamed on a rogue trader, they do have much in common with the incidents at UBS and Société Générale, where single traders lost billions seemingly overnight.  (more…)

Corporate governance watch: vote failures signal investor dissatisfaction with executive pay

By Alex Lee

NEW YORK, May 10 (Business Law Currents) – Stockholders are making their discontent heard through say-on-pay votes that have not been flattering to executives. So far this year, multiple companies have outright failed these votes and even more have not been able to reach the 70 percent approval threshold. In light of Institutional Shareholder Services’ (ISS) 2012 Corporate Governance Policy Updates, evaluations of company pay policies are in line for even greater scrutiny.

According to ISS, a majority vote that does not reach at least a 70 percent approval rate is considered as a failure. A simple majority alone is no longer deemed a mandate of a board’s policies, and any approval level below 70 percent is now perceived as a serious exhibition of shareholder dissatisfaction. (more…)

Negligence charges gain clout in SEC enforcement arsenal

By Julie DiMauro

BOSTON/NEW YORK, May 9 (Thomson Reuters Accelus) - Financial services firms may face more negligence cases brought by the U.S. Securities and Exchange Commission, reflecting a greater willingness by the commission to base charges on negligence findings, industry professionals were told at a Thomson Reuters forum.

“What we are seeing is a willingness to actively go out and charge negligence,” Ian Roffman, a partner at Nutter, McClennen & Fish LLP, told compliance officers and others in a panel discussion on SEC enforcement hosted by the Thomson Reuters Governance, Compliance and Risk division.  (more…)

SEC examiners enter U.S. boardrooms to gauge compliance

By Nick Paraskeva

NEW YORK, April 4 (Thomson Reuters Accelus) - The U.S. Securities and Exchange Commission plans to reach into the boardroom to assess a financial firm’s culture of compliance, a senior commission official told a conference in New York.

The agency, departing from traditional practice to take a page from bank regulators, intends to have direct discussions with the firm’s board about the regulatory issues board members and senior management team are paying attention to, and how they are navigating them. (more…)

Corporate governance: succession planning through crises and emergency transitions

By Alex Lee

NEW YORK, March 23 (Business Law Currents) – In an environment of increased corporate governance scrutiny, succession planning through both departures and crises is a focal point for shareholder interests and transparency-related issues. Companies historically kept succession plans close to their vests, but recent succession episodes at Apple Inc., Bank of America Corpand Hewlett-Packard have highlighted the multitude of issues that shareholders have with respect to the concern shown by boards on such a significant matter.

In October 2009, the Securities and Exchange Commission (SEC) reversed its long-held position whereby the exclusion of shareholder requests for disclosure of succession plans from proxy statements was allowed. The SEC clearly recognized that succession planning-related matters are within the remit of shareholder proposals, and that boards must significantly address the issues as leadership voids or uncertainty could adversely affect companies. (more…)

Corporate governance: boardrooms fret over corporate espionage and federal guidance regimes

By Alex Lee

(Business Law Currents) – Dodd-Frank related governance issues such as say-on-pay and proxy access have been well known focal points for boardrooms during the 2012 proxy and annual meeting season, but another issue has topped headlines and is of increasing concern to boardrooms: business intelligence gathering activities. Faced with shareholder oversight, the risks posed by private intelligence gathering firms and governmental regulation in this area, companies must ensure that they abide by accepted best practices, the highest ethical standards and standards for compliance with laws.

Shareholders and governing bodies have enhanced scrutiny of corporate governance, with scandals such as MF Global highlighting abuses of corporate power and potential criminal activities by company officers. Effective corporate governance principles dictate that those who conduct unethical or, worse, illegal activities on behalf of a company must be brought to heel. (more…)

Evidence, access aid job security when compliance staff raise a red flag

By Emmanuel Olaoye

NEW YORK, Feb. 9 (Thomson Reuters Accelus) - Two vivid reminders of the job-security perils faced by compliance officers and others who sound alarms at company practices were provided last week by a congressional hearing into the MF Global bankruptcy and a federal appeals court ruling on whistleblower law.

The risks may be part of the job, but skillful management of internal policies and wise self-protection can help avoid career-threatening retaliation, experts said. (more…)

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