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Proactive Fraud Prevention
Way back in the 80s, companies in the U. S. Defense industry determined that it was in their best interests to band together and develop the Defense Industry Initiatives as a method to police themselves during a time when their industry was fraught with fraud and corruption. As an aftermath, ethics and compliance programs have been developed and implemented by the majority of U.S. companies. To further entice companies to establish an effective and proactive program designed to detect and, to the extent possible, prevent violations of law The Federal Sentencing Guidelines for Organizations, passed in November 1991, rewards these companies with relief when sentenced for violations of law.
While these programs have been primarily designed to demonstrate that a company is serious about acting ethically and within the law, we have seen a record number of financial restatements in the past year. One can surmise that this is due to a lapse in the effectiveness of those companies' ethics and compliance efforts.
Now, along comes the Sarbanes-Oxley Act, which contains a specific provision requiring chief financial and chief executive officers of SEC registrants to make certifications concerning their company's quarterly and annual reports that, if found to be made knowingly or willfully false, may subject the signing officer to criminal penalties. On October 22, 2002, the SEC issued rule proposals that, if adopted, would also require certifying officers to design, establish, maintain evaluate and report the effectiveness of the company's “internal controls and procedures for financial reporting.” The SEC proposes that “internal controls and procedures for financial reporting” mean controls that pertain to the preparation of financial statements for external purposes that are prepared and presented to conform with generally accepted accounting principles (GAAP) as described in the Codification of Statements on Auditing Standards section 319. This section describes internal controls as “a process, effected by an entity's board of directors, management, and other personnel, designed to provide reasonable assurances regarding the achievement of objectives in the following categories: effectiveness and efficiency of operations, reliability of financial reporting, and compliance with applicable laws and regulations.” This certainly sheds new light on the importance of a company's ethics and compliance efforts. Corporate executives now have a never-before seen level of professional and personal interest in insuring that ethics and compliance programs, as well as the entire internal control structure, operates effectively at all times.
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Removing Restrictive Covenants In New York
In Rockwell v. Despart, the New York Supreme Court, Third Department, recently revisited a recurring question: When may a landowner seek judicial removal of a covenant restricting use of her land?