InhouseBlog.com » Risk Management & Compliance

A primer on the Consumer Financial Protection Bureau (CFPB)

Editors — Thu, 09 Feb 2012 11:43:43 +0000

Aside from creating a lot of controversy, President Obama’s recess appointment of Richard Cordray as the first director of the Consumer Financial Protection Bureau (CFPB) left many people asking: What exactly is the CFPB and what does it do?

[via: Regulatory: A primer on the Consumer Financial Protection Bureau at InsideCounsel]

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Open Source Software – Risks, Use and Compliance (Free CLE Event from PLC, Feb. 22, 2012)

Editors — Tue, 07 Feb 2012 17:23:27 +0000

Open Source Software (“OSS”) is currently pervasive in its use for companies both large and small. Businesses use OSS to develop software rapidly and effectively, whether for their internal systems or for customer-facing products. Although OSS is obtained at no charge, there are significant risks in its usage because if the OSS is not integrated properly into existing systems, it can “infect” proprietary software, and a company is at risk of losing significant ownership value. This program will address the following:

How is OSS licensed?

Risks in use of OSS.

Procedures to use when introducing OSS into a company’s systems.

How to develop an OSS Compliance Policy.

Documenting OSS usage.

OSS due diligence and representations in mergers, acquisitions and transfers of software assets.

Attendees of the live webinar may receive CLE credit for the following states: CA, IL and NY.*

Date: Wednesday, February 22, 2012

Time: 1:00pm- 2:00pm ET (10:00am – 11:00am PT)

Cost: Free

Speakers:
Christopher Palestro
Director and Managing Counsel of IP Transactions
Hewlett-Packard

Richard Raysman
Holland & Knight LLP

Jeffrey R. Seul
Holland & Knight LLP

Paul Connuck (Moderator)
IP & IT Editor
Practical Law Company

*CLE credit for this program will be sought by Holland & Knight, which is an approved CLE provider in Illinois, New York and California. For New York attorneys, the webinar format will not qualify for CLE credit for transitional (newly admitted) attorneys. CLE credit will be available for experienced New York attorneys.

To register, visit the registration page today.

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Was Penn State’s GC Counsel for University Officials?

Editors — Fri, 03 Feb 2012 09:25:42 +0000

In-house lawyers represent the entity that issues their paychecks, not the executives and staff. But as seen in testimony from two Penn State officials, a company’s lawyers and constituents can understand the relationship differently.

[via: Was Penn State's GC Counsel for University Officials? at CorpCounsel]

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Can in-house counsel help combat fraud?

Editors — Thu, 02 Feb 2012 09:51:15 +0000

General counsel in Canadian organizations should think about taking on a greater role in the compliance function to help combat fraud before it takes place, says a forensics expert with KPMG.For years, John Williams, a partner with KPMG LLP based in Calgary has worked with audit committees and boards as well as in-house counsel. “More often than not when we get involved with the GC it’s on a reactive basis because there’s been a problem,” says Williams.Often, it has been a situation when a senor level executive has engaged in some inappropriate behavior such as a form of fraud or other financial misconduct it often involves a call to a forensic accountant. In its recent report, "Who is the typical fraudster?" KPMG looks at patterns in fraud and provides insight based on its analysis of 348 actual investigations, including many cases of financial misreporting.The findings show that globally, board members at divisional, subsidiary, and corporate levels commit nearly one fifth of fraud (18 per cent), and that senior management still accounts for the largest proportion of frauds perpetrated (35 per cent). The profile of a typical fraudster is: male 35 to 55 years of age in a management position with a fairly lengthy tenure and ideally situated to exploit any weaknesses.“The interesting thing that comes out of the survey is that that the primary reason for most frauds occurring continues to be the exploitation of weaknesses in internal controls,” says Williams, noting it is more common to see it happen in private companies. “I’ve seen situations where an employee who has worked for a company for 30 years has stolen millions of dollars from them.”In 2011, some 56 per cent of frauds had exhibited one or more prior red flags but only 10 per cent had been acted on. That means company and public sector employees are failing to respond to warning signs.Williams says he can see Canadian in-house counsel following on a trend that’s been developing in the United States in which general counsel are working more closely with internal audit functions, compliance executives, and monitoring officers.Large corporations in the U.S. are setting up compliance officers in cities where they have major subsidiaries. “My sense is that for the most part the people who are now fulfilling those roles are lawyers,” he says.Those lawyers are mandated to ensure that employees are complying with corporate initiatives such as whistleblowing mechanisms, anti-bribery and anti-corruption policies, as well as concerns over financial reporting or various risk management issues.“What I think is emerging out of the U.S. is the GC office is taking more of a pro-active role to ensure there are proper governance structures put in place to jointly address the culture of the organization, to make sure people understand how they can report their concerns and make sure the mechanisms are in place to give assurance to anybody who wants to report a concern that it’s a retribution-free environment,” says Williams. “Of course there’s always a caveat on that that if someone does it with a malicious intent all bets are off.”From his vantage point, Williams says the role of GC has expanded significantly since 2004. “They’re becoming more critical in terms of ensuring that corporations are setting the proper tone and satisfying their statutory obligations in terms of compliance.”In fact, he says general counsel hold a unique position in an organization. “More often than not, general counsel can stay above the fray. The ones I know don’t let emotion creep into their decision making and are generally effective in steering the corporation down the right path, making sure they don’t stray ethically with difficult situations, and holding everyone else to a higher standard.”In large organizations the roles of general counsel and compliance may need to stay separate says John Boscariol, leader with McCarthy Tétrault LLP’s international trade and investment law group. “I think the trend we’re seeing is there is a focus on appointing a chief compliance officer that is separate from your general counsel because of perceived conflicts.”Williams says there needs to be a healthy culture of openness in an organization, and making sure people in finance functions are properly supervised and monitored.“It’s tough for in-house counsel to be in charge of the internal controls but where they can be great is in the role of making sure the organization is in full control of all the compliance issues and statutes and working on a culture of compliance. From there, once people get it into the DNA of the organization, it doesn’t mean things won’t happen but it really minimizes a catastrophic loss.”

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Are your independent contractors really employees? The IRS wants to know.

Editors — Tue, 31 Jan 2012 10:18:38 +0000

The IRS wants to know if your independent contractors are really employees.

[via: Regulatory: The IRS wants to know if your independent contractors are really employees at InsideCounsel]

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Are E.U. and Google Data Policies the Future of Online Privacy?

Editors — Tue, 31 Jan 2012 10:14:20 +0000

Online privacy issues on the march:

This week, the European Union proposed an overhaul of its data protection law, and Google announced a new privacy policy for its users. And the FTC and Department of Commerce are getting ready to join this global chorus on data privacy.

[via: Are E.U. and Google Data Policies the Future of Online Privacy? at CorpCounsel]

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Report reveals highest number of EEOC discrimination charges ever

Editors — Mon, 30 Jan 2012 12:15:13 +0000

Littler Mendelson released a report tracking the highest number of EEOC discrimination charges ever in 2011.

[via: Report reveals highest number of EEOC discrimination charges ever at InsideCounsel]

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Preparing for Dodd-Frank Whistleblowers

Editors — Mon, 30 Jan 2012 11:22:25 +0000

While there is no sure way for a company faced with a securities violation to ensure that it will not become the subject of a whistleblower report, there are steps corporate counsel can take to minimize the risk, as a recent article at CorpCounsel points out.

[via: From the Experts: Preparing for Whistleblowers Under Dodd-Frank at CorpCounsel]

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Rounding Up the 10 Biggest IP Litigation Wins of 2011

Editors — Thu, 26 Jan 2012 08:42:36 +0000

In light of the ever-increasing importance of intellectual property to not just Apple, but seemingly every modern business, CorpCounsel presents a list of last year’s top 10 IP litigation wins.

[via: Rounding Up the 10 Biggest IP Litigation Wins of 2011 at CorpCounsel]

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5 ways to protect your company in the event of a key employee departure

Editors — Wed, 25 Jan 2012 09:30:48 +0000

How does your company protect itself in the event of a key employee departure? A recent InsideCounsel article discusses the topic.

[via: Labor: 5 ways to protect your company when a key employee departs at InsideCounsel]

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In-House Counsel’s Guide to Breast-Feeding Policies

Editors — Wed, 25 Jan 2012 08:26:06 +0000

Need to read up on corporate breast-feeding policies? CorpCounsel has a recent piece on the topic:

“Nurse-ins” have been in the news recently, as mothers stage peaceful protests aimed at promoting women’s rights to breast-feed their children in public. These events should prompt in-house counsel to examine their companies’ breast-feeding policies, including how their companies handle employees who need time to attend to breast-feeding responsibilities while at work and how employees interact with customers who are nursing.

[via: In-House Counsel's Guide to Breast-Feeding Policies at CorpCounsel]

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Ring in the New Year with an employee classification audit

Editors — Tue, 17 Jan 2012 12:16:07 +0000

Appropriately classifying workers can prevent your company from being negatively affected by a federal action. Is it time for an employee classification audit at your company?

[via: Labor: Ring in the New Year with an employee classification audit at InsideCounsel]

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About 40,000 New State Laws Take Effect Across the Nation In 2012

Editors — Tue, 10 Jan 2012 08:16:50 +0000

Some in-house counsel will have a little light reading in Q1 as a bevy of new state laws go into effect:

Nearly 40,000 new state laws took effect as merrymakers were ringing in the New Year earlier this week. Changes in abortion laws in New Hampshire, stricter rules governing young athletes in Colorado and even mandates governing golf carts in Georgia, are among the new regulations, MSNBC reports. Eight states will also see a boost in minimum wage laws. Many of the new laws reflect concerns over immigration, the cost of government and the best way to protect and benefit young people, according to MSNBC.

[via: About 40,000 New State Laws Take Effect Across the Nation In 2012 at the ABA Journal]

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How to protect your trade secrets in facilities abroad

Editors — Fri, 06 Jan 2012 10:02:26 +0000

A recent InsideCounsel article advises companies to put reasonable measures in place to maintain secrecy of their trade secrets in facilities abroad.

[via: How to protect your trade secrets in facilities abroad at InsideCounsel]

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2011 Was a Banner Year for FCPA Enforcement and Trials

Editors — Fri, 06 Jan 2012 08:58:07 +0000

2011 was a record year for FCPA enforcement and trials – what will 2012 bring?

[via: 2011 Was a Banner Year for FCPA Enforcements and Trials at CorpCounsel]

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Computer Fraud and Abuse Act 101

Editors — Wed, 04 Jan 2012 09:15:15 +0000

Want to learn more about the Computer Fraud and Abuse Act? Shawn E. Tuma’s article at CorpCounsel can help you get up to speed:

Lawyers should have a basic understanding of the federal Computer Fraud and Abuse Act, which provides criminal and civil penalties for wrongfully accessing a computer to do harmful things. They also should understand how to allege a loss under CFAA in a business case, which is not straightforward.

[via: Computer Fraud and Abuse Act 101 at CorpCounsel]

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Chamber of Commerce Cyber Attack a Wake-Up Call for In-House Counsel

Editors — Fri, 23 Dec 2011 10:29:46 +0000

The extent of the cyber attack damage caused by China-based hackers who tapped into the U.S. Chamber of Commerce in 2010 is not yet known, but the message to in-house counsel is clear: protect yourselves, right now.

[via: Chamber of Commerce Cyber Attack a Wake-Up Call for In-House Counsel at CorpCounsel]

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A Corporate Compliance Officer Lesson From MF Global

Editors — Thu, 22 Dec 2011 11:35:32 +0000

The ongoing MF Global controversy provides corporate counsel an opportunity to share with client leadership an important and very practical lesson with respect to the role of the corporate compliance, or risk, officer.

[via: A Corporate Compliance (Officer) Lesson From MF Global at CorpCounsel]

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A Volcker Rule Primer For Non-Financial Corporate Counsel

Editors — Tue, 20 Dec 2011 10:30:44 +0000

Head over to the Metropolitan Corporate Counsel to read more about the Volcker Rule and how it can affect companies and their compliance programs (and bonus – in-house counsel can subscribe to the print edition of the publication for free):

One overlooked Dodd-Frank Act regulation that non-financial companies should look at is the Volcker Rule banning proprietary trading.
Proprietary trading is when a financial firm uses its own funds, rather than its customer’s funds, to purchase debt instruments, securities, commodities, or derivatives, etc., for potential profit. This form of trading also allows a firm to be a marketmaker, using its proprietary inventory of stocks and bonds to be sold to clients. Following the 2008 financial crisis, some market observers took the position that proprietary trading encouraged inappropriate risk taking, endangering a firm and the financial system.
On January 21, 2010, President Barack Obama proposed a ban on proprietary trading and named it after former Federal Reserve Chairman Paul Volcker, its chief architect. The Dodd-Frank Act included a broader version of the Volcker Rule, including some firms’ hedge fund and private equity activities. Congress mandated that the Volcker Rule go into effect on July 21, 2012, and included some exceptions for market-making activity done on behalf of customers. On October 11, 2011, four of the five regulators tasked with implementation issued a proposed joint rule, which was published in the Federal Register on November 7, 2011. The comment period will close on January 13, 2012.

[via A Volcker Rule Primer For Non-Financial Corporate Counsel | The Metropolitan Corporate Counsel.]

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Preparing In-House Counsel for a New Year of Cybersecurity Threats

Editors — Fri, 16 Dec 2011 10:30:14 +0000

This has been a big year for cyber attacks on company networks and corporate data breaches involving sensitive customer information. In-house lawyers need to stay ahead of these evolving issues for 2012 and prepare for advanced cybersecurity threats.

[via: Preparing In-House Counsel for a New Year of Cybersecurity Threats at CorpCounsel]

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Reducing Holiday Liability with “The Company Party Checklist”

Editors — Wed, 14 Dec 2011 10:12:00 +0000

Yes, it’s that time of the year – does your organization need a “Company Party Checklist”?

Our list of precautionary tips can help in-house counsel keep the office holiday party from becoming a festival of liability and inappropriate behavior amongst employees, any one of whom might sue for fostering a hostile work environment.

[via: Reducing Holiday Liability with 'The Company Party Checklist' at CorpCounsel]

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In-House Compliance Requires Company-Wide Efforts

Editors — Mon, 12 Dec 2011 11:38:30 +0000

A company’s compliance program needs to be integral to the business, not an isolated component, with effective reporting systems and incentives for employees to get on board.

[via: In-House Compliance Requires Company-Wide Efforts at CorpCounsel]

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Hold everything! How to know if you need a litigation hold notice

Editors — Wed, 07 Dec 2011 14:35:53 +0000

Want to know when you need need a litigation hold notice? Suffice it to say that the answer could be important:

Recently, courts have served monetary sanctions ranging from $25,000 to $1 million to companies that failed to prevent the destruction of electronic evidence.

[via: Labor: Hold everything! How to know if you need a litigation hold notice at InsideCounsel]

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What Does the Lindsey Ruling Mean for the Future of FCPA?

Editors — Tue, 06 Dec 2011 12:30:25 +0000

Last week, U.S. District Judge A. Howard Matz sent down a ruling that overturned the corruption convictions of Lindsey Manufacturing Co. executives, who had been accused by government prosecutors of participating in bribes that violated the U.S. Foreign Corrupt Practices Act.

[via: What Does the Lindsey Ruling Mean for the Future of FCPA? at CorpCounsel]

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Code of Conduct Dataset for In-House Counsel

Editors — Mon, 05 Dec 2011 09:35:07 +0000

Looking for a sample code of conduct? Or want to see how provisions of your code of conduct stack up against your peer companies? Check out the Ethisphere Institute’s new Code of Conduct Dataset (free registration required):

The Ethisphere Code of Conduct Dataset is an aggregation of code of conduct content and policies from the 500 largest corporations by revenue. The information contained in the dataset, which was collected between January 2011 and September 2011, breaks down key aspects and content areas within each code of conduct by 42 criteria. The online, searchable dataset contains and policies benchmarked by industry.
The dataset is designed to provide compliance officers with a centralized tool for reviewing peer practices in code development to improve their own codes of conduct.
Created in partnership between Ethisphere and attorneys Ryan D. McConnell, Katharine Southard, and Charlotte Simon.

[via Code of Conduct Dataset | Ethisphere™ Institute.]

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Marketing and Advertising Through Social Media for In-House Counsel (Free Webinar 12/7/11)

Editors — Fri, 02 Dec 2011 11:12:10 +0000

The Practical Law Company is offering a free webinar on December 7, 2011 for in-house counsel. The webinar will focus on marketing and advertising through social media and is designed for in-house counsel. The details:

While social media provides a quick and inexpensive path to communicating with and attracting large numbers of existing and potential customers, there are numerous risks to be aware of as companies take advantage of the growing opportunities in this arena. This session will cover issues that in-house counsel should consider when their company leverages social media as a vehicle for advertising and marketing, including publicizing customer endorsements, running promotions, managing user-generated content and addressing intellectual property and right of publicity concerns. This interactive session will provide plenty of opportunity for Q&A, so bring all your questions!

Date: Wednesday, December 7, 2011

Time: 1:00-2:00 p.m. ET (10:00 a.m. PT)

Cost: Free

Speakers:

Ann Chen, Wm. Wrigley Jr. Company

Gonzalo E. Mon, Kelley Drye & Warren LLP

Sylvie Motz, Practical Law Company, Inc.

via Event Registration (EVENT: 366890).

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In-House Liability Issues for Data Breaches

Editors — Fri, 02 Dec 2011 09:24:30 +0000

Corporate counsel need to carefully monitor emerging liability case law for data breaches.

[via: In-House Liability Issues for Data Breaches at CorpCounsel]

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Facebook Settles Privacy Complaint by FTC

Editors — Wed, 30 Nov 2011 09:39:51 +0000

Facebook has agreed to submit to privacy audits and to warn users about privacy changes as part of a settlement with the Federal Trade Commission. The deal settles an FTC complaint that alleged Facebook deceived consumers by asserting their information would be private, then making it public, according to CNNMoney, the Los Angeles Times' Technology blog and Reuters. Now Facebook will have to give consumers prominent notice of changes and get consent before changing privacy settings. The company will also have to undergo privacy audits every two years for the next 20 years. Facebook founder Mark Zuckerberg says in a…

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IP: 3 strategies for beating patent trolls

Editors — Wed, 23 Nov 2011 09:24:04 +0000

Tips courtesy of InsideCounsel intended to help companies efficiently manage their defense against pernicious patent trolls.

[via: IP: 3 strategies for beating patent trolls at InsideCounsel]

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For GCs, a Little Talk Goes a Long Way in Risk Management

Editors — Tue, 22 Nov 2011 11:34:19 +0000

At a recent conference billed as a Litigation Summit, there was a lot of discussion about risk management and the role of the general counsel in managing that risk.

[via: For GCs, a Little Talk Goes a Long Way in Risk Management at CorpCounsel]

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