Legal and Compliance Programs: Ethics and Effectiveness
Legal and Compliance Programs: Ethics and Effectiveness LIVE Webcast is a must attend event for attorneys who need to be 100% up-to-date to help their companies and clients navigate the potentially tricky waters of legal ethics. Our panel of key thought leaders and experts will teach attorneys, among other things, how to conduct internal investigation, how to safeguard attorney-client privilege, how to recognize and avoid common ethical pitfalls in the use of technology, how to comply with ethical rules and how to best handle ethical problems and situations.
The audience will be invited to ask the speakers questions live during the Q&A session.
Matthew G. Nielsen, Partner,
Andrews Kurth LLP
FUNDAMENTALS OF AN EFFECTIVE COMPLIANCE PROGRAM TO FACE UNPRECEDENTED CHANGES
The current regulatory environment has created unprecedented securities compliance challenges for companies of all size and throughout all industries.
- Dodd-Frank contains more than 90 provisions requiring new rules by SEC and dozens of provisions providing the Commission with discretionary rulemaking authority. The SEC has adopted more than three-quarters of mandatory rules, but many have yet to be finalized.
- Delays in rulemaking and legal challenges to more controversial rules have created uncertainty for SEC compliance.
- In addition to the slew of new rules, SEC enforcement activity is at all-time high. During last two years, the SEC has brought nearly 1,500 enforcement actions, obtaining orders for more than $5.9 billion in penalties and disgorgement.
The avalanche of new rules, the uncertainty of what is to come, and the SEC’s enforcement vigor require that companies of all size have formalized, defined, and robust compliance programs.
This presentation will focus on the fundamentals of an effective compliance program, which both comports with principles set forth by agencies such as the US Department of Justice and lays the compliance foundation to effectively implement new rules and enforcement trends
Barbara (Bobby) Kipp , Partner,
Conflict Minerals (Dodd-Frank Section 1502): PwC path to compliance: Beyond the rules and preparing throughout the next 12 months
Preparing for compliance with these rules could be complex and time consuming. The SEC estimates initial costs of compliance at $3-6B and ongoing annual compliance costs at $200-600M—affecting approximately 6,000 issuers and 275,000 non-public suppliers.
Companies will need to understand if they are subject to this rule and take decisive steps in order to prepare for compliance. At a high level, companies need to:
- Examine their products to determine whether and to what extent the rule applies to them;
- Develop and conduct a “reasonable country of origin inquiry” and, if necessary, additional due diligence;
- Obtain a third-party independent audit of their due diligence; and
- Comply with disclosure requirements.
Issuers will be required to provide annual disclosures on a new “Form SD” to be filed with the SEC. The annual disclosure period spans a calendar year for all issuers – regardless of their fiscal year end. The filing deadline for annual disclosures is May 31. Companies will first comply with the disclosure requirements on May 31, 2014 (for the 2013 calendar year).
This presentation will provide the necessary insight to prepare, operate and report for compliance withthis act.
- Discuss the Dodd-Frank conflict mineral requirements
- How to evaluate and determine your products for conflict minerals
- Leading practices on evaluating your supply chain and reporting requirements
Andrew Morris, Partner,
MAINTAINING A ROBUST COMPLIANCE PROGRAM WHILE MINIMIZING COMPLIANCE OFFICERS’ EXPOSURE TO PERSONAL LIABILITY
The challenge: enhancing CCO authority without rendering the CCO vulnerable to liability for the misconduct of line employees
Legislators and regulators require that CCOs have strong authority
Increased authority can mean increased risk of personal liability
Attempts by the SEC to hold CCOs liable as “supervisors” of line employees because they have authority
- Background: The duty of line managers to supervise line employees.
- In re John Gutfreund: The SEC staff contends that a general counsel is liable as a line supervisor
- Subsequent SEC actions and endorsements of this standard
- In re Theodore W. Urban: A compliance officer is liable as a line supervisor
The Theodore W. Urban case illustrates the dilemma that confronts compliance attorneys
Some practical steps to reduce personal exposure
Who Should Attend:
- General Counsel
- In-House Counsel
- Compliance Officers
- Ethics officers
- Compliance and Ethics Managers
- Business Managers
- Internal Audit
- HR Personnel
- Risk Managers
- Risk Officers
- Attorneys and Consultants for Companies
- Other Related Professionals
Matthew Nielsen is a partner in Andrews Kurth LLP’s Corporate Compliance, Investigations and Defense practice group. His practice focuses on defending government investigations and securities litigation; internal investigations; and corporate compliance matters. He regularly assists clients in investigations and enforcement matters before the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, U.S. Department of Justice, and other government agencies. He also has substantial litigation and trial experience, in state and federal court, as well as arbitration, successfully handling disputes that include securities fraud, shareholder and closely-held company litigation, legal and accounting malpractice, employment discrimination, complex contractual matters, and injunctions.
Matthew Nielsen is a partner in Andrews Kurth LLP’s Corporate Compliance, Investigations and Defense practice group. His practice focuses on …
Barbara (“Bobby”) Kipp is a Boston-based partner in PwC’s Risk Assurance and Sustainable Business Solutions practice. She leads the firm’s Conflict Minerals solutions.
She has over 30 years’ experience in professional services, including many years as a financial auditor and IT auditor. As the former Global and US Ethics & Business Conduct Leader, and US Chief Privacy Officer for PwC, she led the development and operation of PwC’s US and Global Ethics & Business Conduct Programs and US Privacy Program. Her client work spans auditing, risk and compliance management, privacy and sustainability engagements, including helping clients develop and operate their ethical sourcing and sustainable supply chain risk management programs. She leads the PwC team on Walmart’s Supplier GHG Innovation Program. She frequently speaks and writes on sustainability, risk management, business ethics and compliance topics at leading conferences, events and publications.
Barbara (“Bobby”) Kipp is a Boston-based partner in PwC’s Risk Assurance and Sustainable Business Solutions practice. She leads the firm’s …
Andrew Morris is a partner in the Washington, D.C. office of Morvillo LLP. He represents clients in complex financial litigation, including enforcement matters brought by the SEC and other regulatory agencies, and in related internal investigations. Andy has seen corporate compliance emerge as a distinct activity and evolve into a critical function; as corporate compliance has evolved, Andyhas advised clients about compliance problems, strategies, and programs.
Andy holds law degrees from Oxford University and the University of Virginia Law School and a B.S. from the University of Virginia, all with honors. He is a former federal prosecutor. He also is a certified public accountant and an alumnus of Price Waterhouse.
Andrew Morris is a partner in the Washington, D.C. office of Morvillo LLP. He represents clients in complex financial litigation, …
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Ethics and Professionalism
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About Andrews Kurth LLP
For more than a century, Andrews Kurth has built its practice on the belief that “straight talk is good business.” Real answers, clear vision and mutual respect define the firm’s relationships with clients, colleagues, communities and employees. With over 400 lawyers and offices in Austin, Beijing, Dallas, Houston, London, New York, Research Triangle Park, The Woodlands and Washington, DC, Andrews Kurth represents a wide array of clients in multiple industries. For more information about Andrews Kurth, please visit www.andrewkurth.com
PwC’s Risk Assurance practice PwC understands that significant risk is rarely confined to discrete areas within an organization. Rather, most significant risks have a wide-ranging impact across the organization. As a result, PwC’s Risk Assurance practice has developed a holistic approach to risk that evaluates your business, facilitates strategic decision making and promotes efficiency. This approach is complemented by the extensive risk and controls technical knowledge and sectors specific experience of its Risk Assurance professionals. The end result is a risk solution tailored to meet the unique needs of clients.
About Morvillo LLP
Morvillo LLP is a boutique litigation law firm with a specialized focus: SEC investigations; FCPA matters; white collar criminal investigations; accounting cases, and securities litigation. Our partners represent clients in complex government regulatory and criminal investigations and civil cases, including class actions. We regularly handled complex matters involving alleged accounting fraud, insider trading, market abuses, asset-backed securities, bribery of government officials, and false public filings.