Insights
Delivered
During her tenure as chairman of the U.S. Securities and Exchange Commission, Mary Schapiro restored the agency’s tarnished image and strengthened protections for shareholders. But she will leave behind much unfinished business for her successor, along with a deeply divided commission that remains under fire.
On November 14, 2012 the Securities and Exchange Commission (“SEC”) and the Department of Justice (“DOJ”) released their much anticipated Joint Guidance (the “Guide”) on the Foreign Corrupt Practices Act (“FCPA” or the “Act”), a 1977 law that outlaws bribery of foreign government officials and has been the focus of much attention by regulators, companies and shareholders in recent years. Although the Guide does not contain groundbreaking new information or significant policy changes, it does offer a useful summary of the state of the law. The Guide provides a discussion of the law itself, analysis of previous SEC and DOJ enforcement actions, a discussion of SEC and DOJ “guiding principles of enforcement,” and guidelines for creating effective corporate compliance programs. The Guide is a tool for those seeking to learn more about the law, as well as for professionals seeking to understand the SEC’s and DOJ’s approach to enforcement. Its issuance underscores the increasing importance of the FCPA in today’s global economy.
On Nov. 5, 2012, the United States Supreme Court heard oral arguments in its latest case to address issues of class certification, this time in the context of a securities fraud claim invoking the “fraud on the market” doctrine.
On Nov. 5, 2012, the U.S. Supreme Court heard oral arguments over whether class action plaintiffs must provide a trial court with admissible expert testimony sufficient to make a class-wide determination of damages in order to obtain class certification. While nominally dealing with an antitrust case, the Supreme Court’s eventual decision in Comcast Corp. v. Behrend,No. 11-864 could require trial courts to rule on the admissibility of damages models at class certification and may limit the viability of securities and other class actions by demanding that plaintiffs provide more than a plausible damages model before they can proceed on a class-wide basis.
U.S. pension funds will increasingly turn to foreign courts to recover money lost on securities purchased overseas, according to two new papers aimed at guiding institutional investors about best practices in securities litigation.