New SEC Guidance on Cooperation in Investigations and Enforcement Actions

Corporate Strategies to Prepare for and Respond to More Aggressive Agency Enforcement

SEC Enforcement Director - New individual cooperation measures a "potential game-changer for the Division of Enforcement"

Recording of a 90-minute CLE webinar with Q&A


Conducted on Tuesday, March 9, 2010

Recorded event now available

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Program Materials

This CLE webinar will prepare public companies, their officers, directors and employees to respond to more aggressive SEC enforcement. The panel will analyze new SEC guidance on individual cooperation in investigations and discuss the resulting legal concerns for corporations.

Description

In its continuing effort to detect and stamp out securities law violations, the Securities and Exchange Commission (SEC) issued on January 13—for the first time ever—guidance on how it will evaluate the value of an individual’s cooperation in corporate investigations.

The new guidelines complement existing cooperation guidelines for companies first announced in the SEC’s 2001 Seabord Report. Together, the two sets of cooperation guidance promise to change dramatically the conduct of civil and criminal securities investigations.

The January 13 guidance was accompanied by a revision to the SEC Enforcement Manual, which sets forth new “cooperation tools” the SEC will use to encourage cooperation, including proffer agreements, deferred and non-deferred prosecution agreements and immunity requests.

Listen as our panel of attorneys with experience representing clients before the SEC examines the new guidance and shares their insights on lingering questions and legal concerns for corporations. The panel will explain how public companies, their officers, directors and employees should respond to more aggressive agency enforcement.

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Outline

  1. Criteria for evaluating individual cooperation
    1. Assistance provided by individual
    2. Importance of underlying matter
    3. Interest in holding individual accountable
    4. Profile of individual
  2. New cooperation tools
    1. Cooperation agreements
    2. Deferred prosecution agreements
    3. Non-prosecution agreements
    4. Expedited immunity requests
    5. Proffer agreements
  3. Corporate response strategies
    1. Before an investigation
    2. During an investigation
  4. Lingering questions for corporations

Benefits

The panel will review these and other key questions:

  • What is the significance of the new SEC guidance for companies currently under SEC investigation or potentially facing investigation in the future?
  • What factors will the SEC consider in deciding whether an individual is sufficiently cooperating in an investigation?
  • What immediate actions should a company take when it learns that the SEC is investigating its activities?
  • How will attorney-client privilege and work-product protection concerns factor into the cooperation process?

Faculty

John J. Carney
John J. Carney

Partner
Baker Hostetler

He represents public companies, their officers, directors and employees, regulated entities and others in SEC...  |  Read More

James R. Doty
James R. Doty

Partner
Baker Botts

He represents clients before the Securities and Exchange Commission in a full range of regulatory, enforcement and...  |  Read More

Linda Chatman Thomsen
Linda Chatman Thomsen

Partner
Davis Polk & Wardwell

She concentrates in matters related to the enforcement of the federal securities laws. She joined the SEC staff in 1995...  |  Read More

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