Audit, Compliance and Risk Blog

EPA Reaffirms National Sulfur Oxide Standard

Posted by Jon Elliott on Tue, Apr 02, 2019

The Environmental Protection Agency (EPA) has completed a long review, and reaffirmed the primary National Ambient Air Quality Standard (NAAQS) for oxides of sulfur (SOX; usually measured as sulfur dioxide (SO2)). This is the first review of the primary SOX NAAQs since 2010 (primary standard – EPA did not review the secondary SOX NAAQS established in 2012).

Read More

Tags: Environmental risks, Environmental, EPA, Greenhouse Gas, ghg, SOX, CAA

Federal Court To Expand Insider Trading “Tippee” Potential Liability

Posted by Jon Elliott on Mon, Mar 17, 2014

Although the federal Securities Acts do not expressly outlaw stock trading that exploits preferential access to “insider” information, the Securities and Exchange Commission (SEC) and courts have applied general language in those Acts to cover these situations. A very recent decision by the federal Court of Appeals for the Second Circuit marks the latest such expansion, in a case holding the “tippee” of insider information liable for profits he helped third parties create by trading on that information (SEC v. Contorinis).

Read More

Tags: Corporate Governance, Business & Legal, SEC, SOX

Supreme Court: Whistleblowing Employees of Contractors to Public Companies Are Protected

Posted by Jon Elliott on Mon, Mar 10, 2014

Prosecutors rely on informants from time to time to identify wrongdoing and “make their cases.” But corporate fraud whistleblowers can face bleak futures: at best they may be ostracized from future promotions, at worst they may be terminated with no favorable recommendation. Section 806 of the Sarbanes-Oxley Act of 2002 (SOA) adds important protections for whistleblowers

Read More

Tags: Corporate Governance, Business & Legal, SEC, SOX

Directors' & Officers' Liability: Delaware's "Entire Fairness" Test

Posted by Jon Elliott on Mon, Sep 09, 2013

Directors and officers owe formal duties to their corporations and shareholders, commonly called “fiduciary duties” from the Latin root words for “trust.”  These duties developed over centuries of common law, and now appear in state corporation codes.  Most interpretations of these duties and how to meet them actually appear in court decisions, arising in cases where aggrieved shareholders sue claiming that a company’s directors and/or officers have breached one or more of these duties.

Read More

Tags: Corporate Governance, Business & Legal, SEC, SOX

Employment Law: Protect Whistleblowers and Protect the Organization

Posted by Jon Elliott on Wed, Apr 17, 2013

Many US federal laws provide explicit protections for whistleblowers – employees who report actual or potential violations of those laws to their employers or to the federal agencies that administer and enforce those laws. The Occupational Safety and Health Administration (OSHA) has administered one such provision under its general worker protection authority for more than 40 years, and presently administers provisions under 22 distinct laws. The best known and most litigated of these non-OSHA laws probably is the Sarbanes-Oxley Act of 2002 (SOx) – Section 806 of that law protects whistleblowers who report activities that may violate anti-fraud provisions of the federal Securities Acts. The rest of this posting discusses this SOx provision; readers subject to additional laws should consider the implications for their activities.

Read More

Tags: Corporate Governance, Business & Legal, SEC, Employer Best Practices, Employee Rights, SOX

Internal Control—An Updated Framework Coming

Posted by Ron Pippin on Fri, Nov 30, 2012

Ever since the passage of the Sarbanes-Oxley Act of 2002 (SOX), the concept of internal control over financial reporting has taken on a new meaning. The U.S. Congress passed this legislation in part because of the failure of certain large companies, notably Enron and WorldCom, which met their demise in part because of real or perceived weaknesses in company internal control and less than adequate corporate governance. SOX reinforces the concept that company management is responsible for establishing and maintaining an adequate internal control structure and robust procedures for financial reporting.

Read More

Tags: Corporate Governance, Business & Legal, SEC, Accounting & Tax, Accountants, JOBS Act, SOX, Internal Control

JOBS Act for Small Companies

Posted by Jon Elliott on Thu, May 10, 2012

Latest Congressional Action on Securities | JOBS Act Loosens Regulation on Smaller Companies  Securities requirements in the United States tend to ebb and flow, so that a period of increasing restrictions is followed by a decade of loosening restrictions. Congress propels these changes as lawmakers respond to market needs and political tides. April 2012 marks the latest change, as the imaginatively named Jumpstart Our Business Startups Act (JOBS) introduces legislation that allows small companies to grow before having to register securities or stage an initial public offering (IPO). The JOBS Act also reduces reporting requirements for up to five years after an IPO. These opportunities include:

Read More

Tags: Corporate Governance, Business & Legal, SEC, JOBS Act, SOX, IPO