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Category Archives: D&O
Public Companies Warned To Disclose Cyber Risks By $7 Million SEC Penalty
The $7 million in penalties the Securities and Exchange Commission (“SEC”) collected from four current and former public companies warns other public companies and their leaders of the growing risks of making materially misleading disclosures regarding cybersecurity risks and intrusions … Continue reading
Posted in Board of Directors, CEO, CFO, Compliance, Cyber, D&O, data breach, Data Security, Director Liability, Director Liabiloity, FinCEN, Internal Controls, Leadership, management, Officers, Officers Liability, Performance Management, Privacy, Privacy, Risk Management, SEC, sentencing guidelines, Uncategorized
Tagged Compliance, cybersecurity, Data security, directors liability, Federal Sentencing Guidelines, Internal Controls, officers liability, Risk Management, Sarbanes-Oxley, Securities, solar winds, Sox
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New DOJ Voluntary Self-Disclosure Policy Alerts Organizations To Strengthen Sentencing Guideline Compliance Programs
Since the Federal Sentencing Guidelines are key determinants on the criminal liability and sentencing of organizations and their leaders for federal crimes committed by their organization or their employees, organizations and their leaders need to clearly understand the multitude of laws that could trigger their application and the practices necessary to position themselves and their organizations to mitigate liability in the event of a potential criminal violation. Continue reading
Posted in agriculture, antitrust, bank secrecy act, Bankruptcy, Board of Directors, CEO, CFO, Compliance, Cyber, D&O, Director Liability, Director Liabiloity, Employee Benefits, Employment, Fair Debt Collection Practices Act, Fair Debt Collections Act, fda, Fiduciary Responsibility, Government Contractor, Internal Controls, management, Officers, Officers Liability, Reductions In Force, Risk Management, Securities, sentencing guidelines, Tax, Uncategorized, Workforce Management
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Chrisley, Other Felony Tax Prosecutions Highlight Growing Tax Criminal Prosecution Risks
Christley tax prosecution, other convictions show advisability of cleaning up and avoiding new employment, income and other tax violations. Continue reading
Rene Augustine Named DOJ Antitrust Division Acting Deputy Assistant Attorney General Responsible for International and Policy
Zurich’s $5.1 million tax penalty reminds US businesses involved in international transactions to comply with US cross border reporting and tax requirements Continue reading
Posted in bank secrecy act, Board of Directors, CEO, CFO, Compliance, D&O, Director Liability, Employee Benefits, FinCEN, management, Officers, Officers Liability, patriot act, Performance Management, Risk Management, Uncategorized, Workforce
Comments Off on Rene Augustine Named DOJ Antitrust Division Acting Deputy Assistant Attorney General Responsible for International and Policy
$5.1 Million Zurich Life Tax Settlement Highlights International Reporting Noncompliance Risks
Zurich’s $5.1 million tax penalty reminds US businesses involved in international transactions to comply with US cross border reporting and tax requirements Continue reading
Leadership Starts & Ends At The Top
Business leaders expecting better ethical, legal and operational compliance and leadership achieve their goals easier when leaders lead by example. Recent media coverage of sexual harassment and other transgressions by senior management at Fox News, Uber, Enron and a … Continue reading
Take Your Preventive Medicine
Better planning and management can head off most but not all problems. Sometimes stuff happens even when you do everything right. Either way, better management usually minimizes the damage and makes it easier to clean up the mess. It’s never … Continue reading
Posted in Bankruptcy, Board of Directors, CEO, CFO, Compliance, Cyber, D&O, Data Security, Director Liability, E&O, Employee Benefits, Employment, ESOP, Fiduciary Responsibility, Fraud, Health Plans, Internal Controls, Labor Relations, Leadership, M&A, Officers, Officers Liability, Performance Management, Privacy, Reductions In Force, Reengineering, Retirement Plans, Risk Management, Shareholder Liability, Stock Plans, Tax, Teaming, Turnaround Management, Workforce Management
Tagged Bankruptcy, CFO, Compliance, directors liability, Employer, employment, ERISA, facebook, Federal Sentencing Guidelines, Fiduciary Liability, Fiduciary Responsibility, health plans, Human Resources, inspiration, Internal Controls, labor law, Leadership, officers liability, quotes, Risk Management, risk managmenet, Sarbanes-Oxley, social media, Sox
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Businesses Must Prepare To Respond For Potential Data Breach To Timely Meet Notice & Other Response Duties
Businesses that experience data breaches affecting customer banking credit card, tax, social security or certain other personal financial or other sensitive information like those reported by like Chipotle, Target, Home Depot and a growing multitude of other businesses generally bear a legal … Continue reading
Posted in Board of Directors, CEO, CFO, Compliance, Cyber, D&O, data breach, Data Security, Director Liability, E&O, Employee Benefits, Employment, Fiduciary Responsibility, Fraud, Health Plans, Internal Controls, Leadership, Officers, Officers Liability, Performance Management, Privacy, Retirement Plans, Tax
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Homeland Security Issues Urgent Cyber Warning To US Businesses
U.S. agencies are warning U.S. businesses to batten down their cyber security defenses to guard against a WannaCry ransomware cybersecurity threat sweeping the Globe. Continue reading
Posted in Board of Directors, CEO, CFO, Compliance, D&O, Data Security, Director Liability, Director Liabiloity, E&O, Employee Benefits, Employment, Fiduciary Responsibility, Fraud, Internal Controls, Leadership, Officers, Officers Liability, Privacy, Risk Management, Shareholder Liability, Uncategorized
Tagged Cyber Security, Data security
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Data Breach & Cyber Securities & Investor Risk Management
Corporations and their leaders to add reviewing prospectus and investor cyber security and data breach disclosures to their data breach and cyber security risk management and response to do lists help guard against post event shareholder claims and regulator investigations. … Continue reading
Posted in Board of Directors, CEO, CFO, Compliance, D&O, Data Security, Director Liability, Director Liabiloity, E&O, Employee Benefits, Employment, Fiduciary Responsibility, Fraud, Internal Controls, Officers, Officers Liability, Risk Management, Shareholder Liability, Turnaround Management, Uncategorized
Tagged Fiduciary Liability, Officers and Directors Liability, Securities, Shareholder, Shareholder Derivative Claims
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10 Practical Pointers To Use Law To Better Strengthen The Legal Defensibility Of Your Business & Its Leaders
Businesses and their leaders struggling to managing the ever-changing and constantly growing regulatory and other legal risks inherent in operating a business in today’s litigation and enforcement-charged environment often miss invaluable opportunities by failing to take certain basic steps that strengthen their liability defenses and the effectiveness of their risk management and compliance efforts.
While each organization and leader needs to carefully tailor its organizational risk management and compliance programs to meet the unique needs and challenges of its operations, all risk management and compliance efforts generally should incorporate and operate on at least each of the following 10 Corporate Governance processes:
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Posted in Bankruptcy, Board of Directors, CEO, CFO, Compliance, D&O, Data Security, Deferred Compensation Plans, Director Liability, Director Liabiloity, Employee Benefits, Employment, Fiduciary Responsibility, Fraud, Health Plans, Internal Controls, Labor Relations, M&A, Officers Liability, Privacy, Reductions In Force, Reengineering, Retirement Plans, Risk Management, Shareholder Liability, Stock Plans, Tax, Turnaround Management
Tagged Attorney-Client Privilege, Board of Directors, CEO, CFO, Compliance, Compliance Plan, Corporate Compliance, Corporate Governance, Fiduciary Liability, General Counsel, Internal Control, Risk, Risk Management
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Money Services Business Pays $45K CMP For Violating BSA Reporting Requirements
Mian, Inc., doing business as Tower Package Store, a money services business (MSB) is learning an expensive of the risks of failing to report cash transactions and other anti-money laundering (AML) requirements of the Bank Secrecy Act (BSA). It’s paying … Continue reading
Posted in Bankruptcy, CEO, D&O, Director Liabiloity, Employment, Fiduciary Responsibility, Fraud, Internal Controls, M&A, Officers, Reengineering, Shareholder Liability, Tax, Uncategorized
Tagged Compliance, directors liability, Employer, employment, facebook, Federal Sentencing Guidelines, Internal Controls, labor law, linkedin, NLRB, officers liability, Risk Management, Sarbanes-Oxley, social media, Sox, unfair labor practices, union
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FFI List Search and Download Tool Added To FATCA Website
The FFI List Search and Download Tool located on the FATCA Website is now available. Use the Search and Download Tool to find out if a Foreign Financial Institution (FFI) has registered. Download an entire list of Financial Institutions or … Continue reading
Posted in Bankruptcy, CEO, D&O, Director Liabiloity, Employment, Fiduciary Responsibility, Fraud, Internal Controls, M&A, Officers, Reengineering, Shareholder Liability, Tax, Uncategorized
Tagged Compliance, directors liability, Employer, employment, facebook, Federal Sentencing Guidelines, Internal Controls, labor law, linkedin, NLRB, officers liability, Risk Management, Sarbanes-Oxley, social media, Sox, unfair labor practices, union
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June 16 Deadline Nears for Taxpayers Living Abroad; June 4 IRS Webinar Can Help Those Reporting Foreign Accounts
Taxpayers abroad qualifying for an automatic two-month extension must file their 2013 federal income tax returns by Monday, June 16, according to the Internal Revenue Service. The June 16 deadline applies to U.S. citizens and resident aliens living overseas, or … Continue reading
Posted in Bankruptcy, CEO, D&O, Director Liabiloity, Employment, Fiduciary Responsibility, Fraud, Internal Controls, M&A, Officers, Reengineering, Shareholder Liability, Tax, Uncategorized
Tagged Compliance, directors liability, Employer, employment, facebook, Federal Sentencing Guidelines, Internal Controls, labor law, linkedin, NLRB, officers liability, Risk Management, Sarbanes-Oxley, social media, Sox, unfair labor practices, union
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Justice Department ADA, Fair Housing Disability Discrimination Settlement with Design Professionals Highlights Growing Disability Discrimination Exposures
A settlement announced May 16, 2013 reminds U.S. housing and other businesses of their growing exposure to disability discrimination claims. Justice Department Nails Architects & Engineers For Disability Discrimination On May 16, 2013, the Justice Department announced a $865,000 settlement … Continue reading
Update ESOPs For New Investment Diversification Guidance
Fiduciaries, administrators, sponsors, advisors, trustees and others with involvement or responsibility for Employee Stoc Option Plans(ESOPs) should review these rules and ensure that appropriate steps are taken to update their plan terms and practices to comply with new rules scheduled to be published in the Internal Revenue Bulletin on May 13, 2013 by the Internal Revenue Service concerning investment diversification.
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Posted in CEO, D&O, Deferred Compensation Plans, Director Liabiloity, Employee Benefits, Employment, ESOP, Health Plans, Internal Controls, Officers, Reengineering, Retirement Plans, Stock Plans, Tax
Tagged company stoc, Deferred compensation, diversification, ESOP, investment, Retirement Plan, Risk Management, stock
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FTC Settlement With Mobile Device & App Developer Shows Developers & Businesses Need To Manage Mobile App & Data Security
Businesses using mobile devices or applications and the mobile device or other technology developers and providers need to get serious about security. With technology and other business providers use of mobile applications in marketing and other business uses proliferating, the … Continue reading
Posted in CEO, D&O, Data Security, Director Liabiloity, Employee Benefits, Employment, Health Plans, Internal Controls, Officers, Privacy, Reengineering
Tagged data breach, Data security, FTC, Privacy, techology
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Texas Champion Bank Settlement of Charges of Illegal Lending Discrimination Reminder To Business To Tighten Business Practices
A Justice Department settlement with Texas Champion Bank of Alice, Texas is the latest reminder to U.S. lenders and other businesses of the importance of ensuring that their lending and other business practices are defensible under defensible under U.S. discrimination … Continue reading
Posted in CEO, D&O, Director Liabiloity, Employee Benefits, Employment, Health Plans, Internal Controls, Officers, Reengineering
Tagged ADA, EEOC, GINA, OFCCP, Rehabilitation Act, Risk Management
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Food Allergies May Be Disabilities Requiring Accommodation Under The ADA
The Justice Department’s recently Lesley University Settlement (Settlement) announced by the Justice Department on December, 21, 2012 should be a reminder to employers and others covered by the Americans With Disabilities Act (ADA) of the potential advisability of establishing policies or … Continue reading
Posted in CEO, D&O, Director Liabiloity, Employee Benefits, Employment, Health Plans, Internal Controls, Officers, Reengineering
Tagged ADA, EEOC, GINA, OFCCP, Rehabilitation Act, Risk Management
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Brace For New Disability Discrimination Claims In Response To October, 2012 Disability Awareness Month Celebrations
President Obama’s declaration today (October 1, 2012) of October as National Disability Employment Awareness Month reminds business that U.S. businesses and their leaders need to tighten their disability discrimination risk management and compliance in light of the Obama Administration’s emphasis on … Continue reading
Posted in CEO, D&O, Director Liabiloity, Employee Benefits, Employment, Health Plans, Internal Controls, Officers, Reengineering
Tagged ADA, EEOC, GINA, OFCCP, Rehabilitation Act, Risk Management
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ARRA, Other Government Contractors Face Growing Enforcement & Audit Risks
Government contractors need to tighten compliance and risk management in light of rising OFCCP and other enforcement. Continue reading
Posted in D&O, Director Liabiloity, Employment, Internal Controls, Officers
Tagged Disability, discrimination, EEOC, Government Contractor, National Origin, OFCCP, Race, Sex
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Disability Exposures Big US Business Risk; New DOD App Helps ID Resources
Businesses and individuals looking to find solutions to help accommodate persons with disabilities may find a new free app for Apple Devices from the Department of Defense (DOD) Computer/Electronic Accommodations Program helpful. The new application now available in the iTunes App store … Continue reading
Posted in Bankruptcy, CEO, D&O, Director Liabiloity, Employment, Fiduciary Responsibility, Fraud, Internal Controls, M&A, Officers, Reengineering, Shareholder Liability, Tax, Uncategorized
Tagged Compliance, directors liability, Disability Discrimination, Employer, employment, facebook, Federal Sentencing Guidelines, Internal Controls, labor law, linkedin, NLRB, officers liability, Risk Management, Sarbanes-Oxley, social media, Sox, unfair labor practices, union
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Personal Consumer Information Protection in Hospital/Healthcare Setting At HIMSS November 11
Stamer Speaks on “PCI In the Hospital/Healthcare Setting” on 11/1 in LA Cynthia Marcotte Stamer will speak on “PCI In The Hospital/Healthcare Setting” at the Privacy and Security Forum in Los Angeles, CA on Thursday, November 1. About The Program … Continue reading
Posted in Bankruptcy, CEO, D&O, Director Liabiloity, Employment, Fiduciary Responsibility, Fraud, Internal Controls, M&A, Officers, Reengineering, Shareholder Liability, Tax, Uncategorized
Tagged Compliance, Data security, directors liability, Disability Discrimination, Employer, employment, facebook, FACTA, Federal Sentencing Guidelines, health care, HIPAA, Internal Controls, labor law, linkedin, NLRB, officers liability, PCI, personal consumer information, Privacy, Risk Management, Sarbanes-Oxley, social media, Sox, unfair labor practices, union
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Companies, Officers, Directors, Fiduciaries & Vendors Urged To Confirm ERISA Credentials & Bonding For Internal Staff, Plan Fidiciaries, Vendors Dealing With Benefits
Businesses sponsoring employee benefit plans and officers, directors, employees and others acting as fiduciaries with respect to these employee benefit plans should take steps to confirm that all of the appropriate fiduciary bonds required by the Employee Retirement Income Security Act of … Continue reading
Businesses Looking For Investment Without Registration Should Ensure Accredited Investor & Other Security Practices Up-To-Date
Public companies trading on national securities exchanges may need to update proxy disclosures on the use of consultants and adjust Board compensation committee practices in response to new rules implementing Section 10C of the Securities and Exchange Act (SEC) enacted as … Continue reading
IRS Shares Model Section 83(b) Election Language; Execs & Companies Should Use Care When Handling Tax, Other Compensation Matters
New model notice to help Continue reading
Posted in Bankruptcy, CEO, D&O, Director Liabiloity, Employment, Fiduciary Responsibility, Fraud, Internal Controls, M&A, Officers, Reengineering, Shareholder Liability, Tax, Uncategorized
Tagged Compliance, directors liability, Employer, employment, facebook, Federal Sentencing Guidelines, Internal Controls, labor law, linkedin, NLRB, officers liability, Risk Management, Sarbanes-Oxley, social media, Sox, unfair labor practices, union
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Record $10M Plus Housing Disability Discrimination Settlement Shows Disability Exposures Big US Business Risk
A $10,250,000 settlement announced by the Justice Department today (June 25, 2012) with JPI Construction L.P. (JPI) and six other JPI firms is the largest-ever disability-based housing discrimination settlement discriminated. The settlement resolves Justice Department charges the JPI and its affiliates illegally discriminated on the … Continue reading
Posted in Bankruptcy, CEO, D&O, Director Liabiloity, Employment, Fiduciary Responsibility, Fraud, Internal Controls, M&A, Officers, Reengineering, Shareholder Liability, Tax, Uncategorized
Tagged Compliance, directors liability, Disability Discrimination, Employer, employment, facebook, Federal Sentencing Guidelines, Internal Controls, labor law, linkedin, NLRB, officers liability, Risk Management, Sarbanes-Oxley, social media, Sox, unfair labor practices, union
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Obama’s Comments Remind Businesses Of Rising Disability Discrimination Enforcement Risks On Olmstead Anniversary
Statements made today (June 22, 2012) by the Obama Administration confirm that U.S. businesses face a continuing and growing need to be on guard to defend against potential disability discrimination liabilities.
Posted in Bankruptcy, CEO, D&O, Director Liabiloity, Employment, Fiduciary Responsibility, Fraud, Internal Controls, M&A, Officers, Reengineering, Shareholder Liability, Tax, Uncategorized
Tagged Compliance, directors liability, Disability Discrimination, Employer, employment, facebook, Federal Sentencing Guidelines, Internal Controls, labor law, linkedin, NLRB, officers liability, Risk Management, Sarbanes-Oxley, social media, Sox, unfair labor practices, union
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June 30 Deadline To Report Foreign Bank and Financial Account Information Looming
Got a foreign bank account? You may need to get moving to avoid missing an important reporting deadline on June 30.
Posted in Bankruptcy, CEO, D&O, Director Liabiloity, Employment, Fiduciary Responsibility, Fraud, Internal Controls, M&A, Officers, Reengineering, Shareholder Liability, Tax, Uncategorized
Tagged Compliance, directors liability, Employer, employment, facebook, Federal Sentencing Guidelines, Internal Controls, labor law, linkedin, NLRB, officers liability, Risk Management, Sarbanes-Oxley, social media, Sox, unfair labor practices, union
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Businesses Looking For Investment Without Registration Should Ensure Accredited Investor & Other Security Practices Up-To-Date
Businesses looking to raise investment from private investors without registration in accordance with applicable federal and state securities laws requirements for publicly traded investments need to exercise care that their practices meet all requirements, particularly in light of recent changes to … Continue reading
Cynthia Marcotte Stamer
slproc.com 
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