scholarly journals Canadian Companies Beware: The U.S. Foreign Corrupt Practices Act Applies to You

1998 ◽  
Vol 36 (2) ◽  
pp. 455 ◽  
Author(s):  
Robert A. Bassett
Keyword(s):  
Securities And Exchange Commission ◽  
Department Of Justice ◽  
Foreign Corrupt Practices Act ◽  
The U.S

This article outlines how the U.S. Foreign Corrupt Practices Act applies to non-U.S. corporations and individuals, with particular reference to those entities in Canada. The author points out the dual requirements of the legislation — the accounting provisions and the anti-bribery provisions — and explains how the generous wording frequently makes them applicable to Canadian corporations and individuals, both directly and indirectly. Several cases are cited as examples of enforcement of the Act against non- U.S. corporations and individuals. The accounting provisions of the U.S. Securities and Exchange Commission are reviewed, as are the anti-bribery provisions of the U.S. Department of Justice.

scholarly journals Coordinating Compliance Incentives

2018 ◽  
Author(s):  
Veronica Root
Keyword(s):  
Securities And Exchange Commission ◽  
Repeat Offenders ◽  
Department Of Justice ◽  
Coordination Problem ◽  
Public Companies ◽  
Foreign Corrupt Practices Act ◽  
Institutional Misconduct ◽  
Compliance Programs ◽  
Effective Compliance ◽  
Enforcement Authority

102 Cornell L. Rev. 1003 (2017)In today’s regulatory environment, a corporation engaged in wrongdoing can be sure of one thing: regulators will point to an ineffective compliance program as a key cause of institutional misconduct. The explosion in the importance of compliance is unsurprising given the emphasis that governmental actors—from the Department of Justice, to the Securities and Exchange Commission, to even the Commerce Department— place on the need for institutions to adopt “effective compliance programs.” The governmental actors that demand effective compliance programs, however, have narrow scopes of authority. DOJ Fraud handles violations of the Foreign Corrupt Practices Act, while the SEC adjudicates claims of misconduct under the securities laws, and the Federal Trade Commission deals with concerns regarding anticompetitive behavior. This segmentation of enforcement authority has created an information and coordination problem amongst regulators, resulting in an enforcement regime where institutional misconduct is adjudicated in a piecemeal fashion. Enforcement actions focus on compliance with a particular set of laws instead of on whether the corporate wrongdoing is a result of a systematic compliance failure that requires a comprehensive, firm-wide, compliance overhaul. As a result, the government’s goal of incentivizing companies to implement “effective ethics and compliance programs” appears at odds with its current enforcement approach. Yet governmental actors currently have the tools necessary to provide strong inducements for corporations to, when needed, engage in restructuring of their compliance programs. This Article argues that efforts to improve corporate compliance would benefit from regulatory mechanisms that (i) recognize when an institution is engaged in recidivist behavior across diverse regulatory areas and (ii) aggressively sanction institutions that are repeat offenders. If governmental actors adopt a new enforcement strategy aimed at “Coordinating Compliance Incentives,” they can more easily detect when an institution is suffering from a systemic compliance failure, which may deter firms from engaging in recidivist behavior. If corporations are held responsible for being repeat offenders across diverse regulatory areas, it may encourage them to implement more robust reforms to their compliance programs and, ultimately, lead to improved ethical conduct and more effective compliance programs within public companies.

The Oil Industry and Africa: The Expanding Reach of the Foreign Corrupt Practices Act

2011 ◽  
Vol 4 (3) ◽  
Author(s):  
Stuart H. Deming
Keyword(s):  
Special Reference ◽  
Developing World ◽  
Oil Industry ◽  
Securities And Exchange Commission ◽  
Department Of Justice ◽  
Foreign Corrupt Practices Act ◽  
The Us ◽  
Over Time

As a statute designed to deter improper inducements to foreign officials in connection with business activities, the enforcement of the Foreign Corrupt Practices Act (FCPA) has over time dramatically increased in its reach. This article examines the reach of the FCPA into Africa with special reference to corrupt practices in the oil industry. Owing to the combined enforcement activities of the US Department of Justice and the Securities and Exchange Commission, it concludes by arguing that the FCPA's impact and potency in the developing world will continue to grow.

THE SEC PREEMPTS THE ACCOUNTING PRINCIPLES BOARD IN 1965: THE CLASSIFICATION OF THE DEFERRED TAX CREDIT RELATING TO INSTALLMENT SALES

2007 ◽  
Vol 34 (1) ◽  
pp. 1-23 ◽  
Author(s):  
Stephen A. Zeff
Keyword(s):  
Securities And Exchange Commission ◽  
Accounting Practice ◽  
Slow Pace ◽  
Accounting Principles ◽  
Private And Public ◽  
Deferred Tax ◽  
Accounting Procedure ◽  
The U.S ◽  
Do So

In 1959, the Accounting Principles Board (APB) replaced the Committee on Accounting Procedure because the latter was unable to deal forthrightly with a series of important issues. But during the APB's first half-dozen years, its record of achievement was no more impressive than its predecessor's. The chairman of the Securities and Exchange Commission (SEC), Manuel F. Cohen, criticized the APB's slow pace and unwillingness to tackle difficult issues. This article discusses the circumstances attending the SEC's issuance of an Accounting Series Release in late 1965 to demonstrate forcefully to the APB that, when it is unable to carry out its responsibility to “narrow the areas of difference” in accounting practice, the SEC is prepared to step in and do so itself. In this sense, the article deals with the tensions between the private and public sectors in the establishment of accounting principles in the U.S. during the mid-1960s. The article makes extensive use of primary resource materials in the author's personal archive, which have not been used previously in published work.

The SEC's Revolving Door: Insights from Boards of Directors

2020 ◽  
Author(s):  
Juliane B. Wutzler
Keyword(s):  
Boards Of Directors ◽  
Securities And Exchange Commission ◽  
Revolving Door ◽  
Regulatory Capture ◽  
Accounting Quality ◽  
Shed Light ◽  
The U.S

This study aims to shed light on the determinants and consequences of the revolving door at the U.S. Securities and Exchange Commission (SEC). While revolvers may be good monitors due to their SEC experience and, thus, continuously create benefits for the economy ("schooling"), it is possible that they exploit their insights into the enforcement process and private connections to undermine enforcement ("regulatory capture"). Using a newly created dataset of revolvers who moved from the SEC to company boards, this study shows that not all revolvers are appointed for the same reasons and create the same benefits for their new employers. I demonstrate that those revolvers most closely involved in the enforcement process are associated with fewer future enforcement actions while accounting quality does not improve. Contrarily, external revolvers seem to use their monitoring and advising duties to improve accounting quality.

Significant Differences in Proved Reserves Estimates Using SPE/WPC Definitions Compared to United States Securities and Exchange Commission (SEC) Definitions

2005 ◽  
Vol 8 (06) ◽  
pp. 520-527 ◽  
Author(s):  
D.R. Harrell ◽  
Thomas L. Gardner
Keyword(s):  
United States ◽  
Oil And Gas ◽  
The United States ◽  
Securities And Exchange Commission ◽  
Classification Systems ◽  
Direct Function ◽  
Oil Companies ◽  
Publicly Owned ◽  
Hydrocarbon Reserves ◽  
The U.S

Summary A casual reading of the SPE/WPC (World Petroleum Congresses) Petroleum Reserves Definitions (1997) and the U.S. Securities and Exchange Commission(SEC) definitions (1978) would suggest very little, if any, difference in the quantities of proved hydrocarbon reserves estimated under those two classification systems. The differences in many circumstances for both volumetric and performance-based estimates may be small. In 1999, the SEC began to increase its review process, seeking greater understanding and compliance with its oil and gas reserves reporting requirements. The agency's definitions had been promulgated in 1978 in connection with the Energy Policy and Conservation Act of 1975 and at a time when most publicly owned oil and gas companies and their reserves were located in the United States. Oil and gas prices were relatively stable, and virtually all natural gas was marketed through long-term contracts at fixed or determinable prices. Development drilling was subject to well-spacing regulations as established through field rules set by state agencies. Reservoir-evaluation technology has advanced far beyond that used in 1978;production-sharing contracts were uncommon then, and probabilistic reserves assessment was not widely recognized or appreciated in the U.S. These changes in industry practice plus many other considerations have created problems in adapting the 1978 vintage definitions to the technical and commercial realities of the 21st century. This paper presents several real-world examples of how the SEC engineering staff has updated its approach to reserves assessment as well as numerous remaining unresolved areas of concern. These remaining issues are important, can lead to significant differences in reported quantities and values, and may result in questions about the "full disclosure" obligations to the SEC. Introduction For virtually all oil and gas producers, their company assets are the hydrocarbon reserves that they own through various forms of mineral interests, licensing agreements, or other contracts and that produce revenues from production and sale. Reserves are almost always reported as static quantities as of a specific date and classified into one or more categories to describe the uncertainty and production status associated with each category. The economic value of these reserves is a direct function of how the quantities are to be produced and sold over the physical or contract lives of the properties. Reserves owned by private and publicly owned companies are always assumed to be those quantities of oil and gas that can be produced and sold at a profit under assumed future prices and costs. Reserves under the control of state-owned or national oil companies may reflect quantities that exceed those deemed profitable under the commercial terms typically imposed on private or publicly owned companies.

Using 10-K Text to Gauge Financial Constraints

2015 ◽  
Vol 50 (4) ◽  
pp. 623-646 ◽  
Author(s):  
Andriy Bodnaruk ◽  
Tim Loughran ◽  
Bill McDonald
Keyword(s):  
Capital Structure ◽  
Financial Constraints ◽  
Securities And Exchange Commission ◽  
Financial Constraint ◽  
Firm Characteristics ◽  
Low Correlation ◽  
Highly Correlated ◽  
Firm Attributes ◽  
The U.S ◽  
Better Than

AbstractMeasuring the extent to which a firm is financially constrained is critical in assessing capital structure. Extant measures of financial constraints focus on macro firm characteristics such as age and size, variables highly correlated with other firm attributes. We parse 10-K disclosures filed with the U.S. Securities and Exchange Commission (SEC) using a unique lexicon based on constraining words. We find that the frequency of constraining words exhibits very low correlation with traditional measures of financial constraints and predicts subsequent liquidity events, such as dividend omissions or increases, equity recycling, and underfunded pensions, better than widely used financial constraint indexes.

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