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Following a speech by Assistant Attorney General Kenneth A. Polite on January 17, 2023, the DOJ issued additional guidance on changes to the Corporate Criminal Enforcement Policy, focused on voluntary self-reporting.

The policy increases, and makes more explicit and concrete, the potential benefits for companies to self-disclose misconduct, cooperate, and remediate, as well as the…

Last week the Securities and Exchange Commission Chair Clayton and Commissioners Lee and Peirce each issued statements on climate-related disclosures in SEC filings. The statements were prompted by the concurrent SEC’s proposal to amend the MD&A rules and evidence some debate within the SEC on this topic, which has attracted considerable recent attention among investors,…

As discussed in Cleary Gottlieb’s December 21, 2018 Alert Memorandum, on December 18, 2018, the U.S. Court of Appeals for the D.C. Circuit issued an important ruling in In re Grand Jury Subpoena, holding, inter alia, that foreign state-owned corporations are subject to criminal jurisdiction in the United States and upholding Special Counsel…

There have been plenty of press reports about the SEC’s settlement with Elon Musk arising from his tweeting about taking Tesla private.  But the concurrent settlement with Tesla itself provides interesting lessons for disclosure and governance at public companies.

Tesla agreed to pay a $20 million penalty and agreed to several “undertakings” to strengthen its governance and controls including a requirement that it add two independent directors to its Board.  And, under his own settlement, Musk agreed to step down for three years as chairman of the Board of Directors, although he is allowed to continue as CEO. …
Continue Reading The Tesla Settlement – What It Means for Other Companies

Last Thursday, November 30, 2017, Argentina promulgated its Corporate Criminal Liability Law (Ley No. 27,401).  This new law, which will enter into force early next year, establishes criminal liability for corporate entities, whether national or foreign, that engage in corruption offenses such as national and transnational bribery and influence peddling, unlawful enrichment of…