Réglementation / Compliance

Suivre l’évolution permanente de la réglementation tout en élaborant des stratégies proactives de « compliance » peut s’avérer difficile.

Nos avocats travaillent avec leurs clients pour concevoir et mettre en œuvre des stratégies et procédures efficaces de « compliance » afin de minimiser le risque d’une enquête ou d’une poursuite engagée par le gouvernement.  Nous conseillons nos clients sur les « best practices » afin de développer et de mettre en œuvre des outils de « compliance » et d’éthique des affaires et organisons des formations afin d’aider les employés à bien comprendre les règles de « compliance ».  Nous assistons par ailleurs nos clients lors de la mise en place de procédures de signalement anonyme aux organismes compétents et aidons le « whistleblower », dans l’hypothèse où ce dernier serait dans la nécessité d’établir des rapports auprès des régulateurs.  Enfin, nous menons des enquêtes de compliance et d’audit  pour le compte de nos clients.

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Paris Partners Johannes Jonas, Muriel Goldberg-Darmon, and Loïc Henriot were recognized in the 2023 edition of The Best Lawyers in France. Johannes was recognized for Corporate Law; Muriel for Banking and Finance Law, Financial Institutions, Mergers and Acquisition Law, and Regulatory Practice; and Loïc for Criminal Defense and Litigation.

About The Best Lawyers in France

The Best Lawyers in France were recognized by their peers in the legal industry for their professional excellence in their respective practice areas.

International law firm Cohen & Gresser has been recognized in The Legal 500 United States 2022 guide for “bringing excitement and innovation to the practice of law.” The 2022 guide recognizes more C&G lawyers and practice areas than ever before, including a 58% increase in individual attorney recommendations and new rankings at the practice and “Leading Lawyer” levels.

The guide highlights C&G’s “elite group of practitioners” and use of advanced machine learning techniques and notes that the firm “handle[s] cases that are every bit as complex and challenging as big, national law firms.” Commentators noted that the firm “punches way above its weight” in litigation and investigation matters.

C&G Co-Founder Mark S Cohen is one of only two lawyers in the United States to be recognized as a “Leading Lawyer” in both Securities Litigation: Defense and Corporate Investigations and White-Collar Criminal Defense. Commentary from The Legal 500 recognizes Mark as a “top-tier advocate” who is “at the top of the profession” and “can litigate with the best of them.”

For the first time, C&G’s Antitrust practice has been recognized in Antitrust: Civil Litigation/Class Actions: Defense for its handling of class action cases concerning allegations of cartel behavior, monopolization, and other exclusionary conducts. The Legal 500 cites the leadership of Melissa H Maxman and the addition of “heavyweight” lawyer John Roberti as key reasons for the practice’s recognition.

C&G is again recognized in the Advice to Individuals and Advice to Corporates categories of the Corporate Investigations and White-Collar Criminal Defense section. The Legal 500 commentary notes that the practice is led by “partners with deep experience who obtain excellent results for clients” and is “well placed to handle transatlantic cases” with offices in New York, Paris, and London, and has “particular expertise in financial crime, antitrust enforcement, public corruption, and tax issues.”

The guide has also recognized C&G once again in the General Commercial Disputes category, praising the practice for showing the “discipline and focus necessary to win a case.” Testimonials from the guide highlight the team’s ability to “handle large and complex matters” with “experienced people, good judgment,” and “better use of technology.”

For the 10th consecutive year, C&G has been recognized in the Securities Litigation: Defense category for the firm’s “expertise in the financial services sector” and “recognized trial expertise” in cross-border and domestic securities litigation and enforcement proceedings. The Legal 500 emphasizes the team’s “strong practitioners” and “attentiveness to clients” in the 2022 guide.

Recognized Practices:

  • Antitrust: Civil Litigation/Class Actions: Defense
  • Corporate Investigations and White-Collar Criminal Defense: Advice to Individuals
  • Corporate Investigations and White-Collar Criminal Defense: Advice to Corporates
  • General Commercial Disputes
  • Securities Litigation: Defense
Recognized Individuals:

Antitrust: Civil Litigation/Class Actions: Defense

  • Melissa H Maxman
  • John Roberti
  • Ronald F Wick
Corporate Investigations and White-Collar Criminal Defense

  • Jonathan S Abernethy
  • Jason Brown
  • Mark S Cohen
  • S Gale Dick
  • Jeffrey I Lang
  • Melissa H Maxman
  • Reggie Schafer
General Commercial Disputes

  • Mark S Cohen
  • S Gale Dick
  • Lawrence T Gresser
  • Melissa H Maxman
  • Daniel H Tabak
Securities Litigation: Defense

  • Jonathan S Abernethy
  • Mark S Cohen
  • S Gale Dick
  • Lawrence T Gresser
About The Legal 500:

The Legal 500 analyzes the capabilities of law firms across the world. Its rankings “highlight the practice area teams who are providing the most cutting edge and innovative advice to corporate counsel.”

International law firm Cohen & Gresser is pleased to announce that London-based partners John W Gibson and Richard Kovalevsky QC have been recognized in the 2023 edition of the Best Lawyers in the United Kingdom. The publication was recently featured in the Financial Times. John and Richard were both recognized as “Best Lawyers” for their work in matters relating to Fraud. Recognition in the guide is based entirely on peer review, “highlighting the most influential and effective players in the legal arena.”

International law firm Cohen & Gresser is pleased to announce that its Paris office has once again been recognized in The Legal 500’s 2022 Europe, Middle East, and Africa (EMEA) guide for its work in five practice areas: Commercial Litigation, Employment, IT and Internet, Stock Market Litigation, and Tax. The Legal 500 recognizes practices that are “providing the most cutting edge and innovative advice to corporate counsel.” Clients recognized C&G for its “ability to synthesise, analyse and argue matters” and noted that the firm “has an extensive technical track record and is able to support French and foreign clients” on all types of issues. Two C&G lawyers received top-level rankings and have been recognized as “Leading Individuals” in their respective practice areas. The full list of C&G lawyers recognized in The Legal 500 2022 EMEA guide includes:  
Muriel Goldberg-Darmon spoke with Global Investigations Review (GIR)  to shed light on some of the new modalities of the French blocking statute.

Paris Partners Johannes Jonas, Muriel Goldberg-Darmon, Loïc Henriot, and Guillaume Seligmann were recognized in the 2022 edition of The Best Lawyers in France. Johannes was recognized for Corporate Law; Muriel for Financial Institutions and Regulatory Practice; Loïc for Criminal Defense; and Guillaume for Information Technology Law and Privacy and Data Security Law.  Additionally, Héloïse Masson was recognized in The Best Lawyers in France: Ones to Watch. Héloïse was recognized for Privacy and Data Security Law.

About The Best Lawyers in France
The Best Lawyers in France were recognized by their peers in the legal industry for their professional excellence in their respective practice areas.

In this Law360 profile, John W Gibson discusses his five-year stint as a senior prosecutor and investigations manager in the UK Serious Fraud Office’s bribery and corruption unit, how he uses that experience to understand what matters when engaging with regulators and prosecutors, and how to deploy effective litigation strategy in criminal or compliance matters. (Subscription required.)

Paris Partners Johannes Jonas, Muriel Goldberg-Darmon, Guillaume Seligmann, and Loïc Henriot were recognized in the 2021 edition of The Best Lawyers in France. Johannes was recognized for Corporate Law; Muriel for Financial Institutions and Regulatory Practice; Guillaume for Information Technology Law and Privacy and Data Security Law; and Loïc for Criminal Defense. Lawyers named to The Best Lawyers in France were recognized by their peers in the legal industry for their professional excellence in their respective practice areas.

John W Gibson and Tim Harris spoke to Law360 about the implications of the Court of Appeal’s recent judgment that definitively changed the English law test for dishonesty. John and Tim highlight how the judgment could benefit prosecutors, disadvantage financial services professionals charged with dishonesty offenses, and how juries’ decisions could be affected.
John W Gibson spoke to Law360 about enforcement action and litigation over potential misconduct stemming from the UK’s COVID-19 lending programs. John notes that, while banks have been firmly warned of the possible Financial Services and Markets Act offenses, there could still be widespread abuse of the schemes.

Cohen & Gresser's Paris office has been recognized in The Legal 500’s 2020 Europe, Middle East, and Africa guide for its work in seven practice areas: Compliance, Commercial Litigation, Employment, Stock Market Litigation, Tax, White Collar Crime, and IT and Internet. Clients note that the team in Paris “shows great availability and responsiveness” and is “very effective in working through problems and understanding issues to reach reasonable resolutions.”

Muriel Goldberg-Darmon speaks with Caroline Ruellan, President of SONJ Conseil, about the relationship between shareholder dialogue and privileged information in an interview with Forbes.

(Regards croisés entre Caroline Ruellan, Présidente de SONJ Conseil et Muriel Goldberg-Darmon.)

Cohen & Gresser's Paris office has been recognized in The Legal 500’s 2019 Europe, Middle East, and Africa guide for its work in seven separate practice areas: Compliance, Commercial Litigation, Employment, Stock Market Litigation, Tax, White Collar Crime, and IT, Telecoms and the Internet. Clients note that the team in Paris is “solution driven” and has the “ability to deliver a holistic approach, from providing strategic analysis to delivering concrete action plans and execution,” with “strong technical and interpersonal skills."

Cohen & Gresser is pleased to announce that its Paris Office was honored as Regulatory Law Firm of the Year at the 2019 Women in Compliance Awards.This award recognizes the significant contributions of the women on our Regulatory Compliance team in providing exceptional legal counsel to the firm’s global clients.

Women in Compliance noted that C&G has "an impressive team with great experience and in which women are placed at its core," and applauded the firm's "ability to work on cross-border investigations, which involves the concurrent applicability of many laws and procedures of foreign jurisdictions."

C Evan Stewart is quoted in The New York Times regarding how federal regulators will be changing their annual stress tests. He notes that the changes take into account how "time-consuming and resource-oriented" these processes are.

For the second year in a row, Cohen & Gresser has been shortlisted for Regulatory Law Firm of the Year at the Women in Compliance Awards, a program that recognizes and celebrates the achievements of women in the regulatory compliance industry.

This award acknowledges a team either led by a woman or where the law firm demonstrates that the women on the team contribute significantly to the team's overall success in providing outstanding legal advice in the compliance and regulatory sectors. Click here to see the 2019 shortlist.

Jeffrey M Bronheim is quoted in Funds Europe regarding the regulatory barriers to entry that European investment firms must overcome in order to operate in the U.S. "Among these are procedural controls relating to valuations, illiquid securities, undisclosed fees, conflicts of interest, and insider trading," he said.

Cohen & Gresser has been recognized in The Legal 500’s 2018 Europe, Middle East, and Africa guide for its work in France in five separate practice areas: Compliance, Employment, Stock Market Litigation, Tax, and IT, Telecoms and the Internet.  Our Paris team is lauded for an "excellent level of service" and for offering "a very good and rare combination of high legal expertise and accurate business understanding."

C&G has been shortlisted for the Regulatory Law Firm of the Year award at the 2018 Women in Compliance Awards, a program that recognizes and celebrates the achievements of women in the regulatory compliance industry.

This award acknowledges a team either led by a woman or where the law firm demonstrates that the women on the team contribute significantly to the team's overall success in providing outstanding legal advice in the compliance and regulatory sectors. Click here to see the 2018 shortlist.

Cohen & Gresser announces the expansion of its White Collar Defense & Regulation team in Paris. Partner Muriel Goldberg-Darmon and Guillaume Guérin will advise listed companies and their managers, investment funds, insurance companies, and financial institutions on a wide range of regulatory and compliance issues, investigations, and corporate transactions.

Cohen & Gresser is pleased to announce the opening of its fourth office in Washington, D.C. The Washington office will be led by partner Melissa H Maxman, and will handle a range of commercial litigation and regulatory enforcement matters, with a focus on U.S. antitrust issues, criminal and civil litigation, and compliance and regulatory disputes in the federal agencies.

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C&G partner Robert Gavigan weighs in on the unique compliance challenges in multinational mergers.

Tom Bezanson weighs in on the internal communication failures of General Motors Inc. in relation to the faulty ignition switch of the Chevrolet Cobalt, which has been linked to 13 deaths and 54 accidents. 

In this article for Forbes, Muriel Goldberg-Darmon discusses the Say on Climate and how it has become a major issue in recent years due to the increased expectations of shareholders for environmental and climate strategy. Muriel also describes the French and European regulations which are currently being put in place with respect to climate reporting.

In this article for Finascope, Muriel Goldberg-Darmon, Guillaume Guérin and Pierre Wolman discuss the reinforcement by the French Financial markets authority of its policy with respect to dilutive financing transactions. In particular, they describe the new disclosure requirements for listed companies, namely the obligation to publish a press release and a warning in the event of a dilutive financing transaction concluded with an intermediary.

In this article for Forbes, Muriel Goldberg-Darmon discusses the new US Rule 10 D-1 by which US executives of listed companies are required to reimburse their incentive-based compensation when there is an accounting restatement, even in the absence of fault. Muriel Goldberg-Darmon compares this new regulation with the French applicable rules and reminds that although the implementation of such clawback clauses is not mandatory under French law, such implementation should develop in the coming years.

On September 15, 2022, the U.S. Department of Justice announced broad changes to its policies on corporate criminal enforcement that merit serious consideration by in-house and outside counsel who conduct corporate internal investigations.
  • The Revised Policies will place increased pressure on companies and could result in substantial shifts in how companies need to investigate potential employee misconduct.
  • Failure to disclose misconduct early in an investigation could result in companies facing the possibility of a guilty plea or indictment, rather than a deferred or non-prosecution agreement.
  • To receive full cooperation credit, companies will need to assess several new strategic considerations, including the timing of disclosing hot documents and whether to claw back compensation from employees who engaged in misconduct.
In this client alert, Jonathan S Abernethy, Christian R Everdell, and Luke Appling provide a summary of the DOJ’s recent changes to its policies on corporate criminal enforcement, as well as recent statements by Deputy Attorney General Lisa Monaco and Principal Associate Deputy Attorney General Marshall Miller and offer potential implications for corporate internal investigations moving forward.

On 8 June 2022, the UK’s Office of Financial Sanctions Implementation (“OFSI”) released updated guidance concerning its enforcement of the civil monetary penalties regime for breaches of financial sanctions. The update coincides with the introduction of two major amendments to the civil UK sanctions regime that came into force on 15 June 2022, which now mean that OFSI is:
  • no longer required to demonstrate that a person had knowledge or reasonable cause to suspect they were in breach of a financial sanction in assessing whether to issue a monetary penalty. This strict liability test brings the UK regime more in line with the U.S. model used for financial sanctions; and
  • able to publish details of financial sanctions breaches where a monetary penalty has not been imposed.
It seems inevitable that the increased sanctions risks (and regulatory scrutiny) created by the UK’s response to the Russian invasion of Ukraine, combined with these legislative amendments, will lead to more sanctions enforcement activity, civil penalties, criminal referrals to the NCA, and possibly prosecutions. This has been reflected in recent comments made by OFSI.

In this C&G client alert, Sir David Green CB QC, Tim Harris, and Ashley Collins examine the amended UK sanctions regime and the prospects for increased UK sanctions enforcement activity (civil, regulatory, and criminal).

In this bylined article for Finascope, Muriel Goldberg-Darmon, Guillaume Guérin, and Pierre Wolman discuss the main contributions of the guide published on 16 March 2022 by the Strategic Information and Economic Security Service (SISSE), the French Business Federation (MEDEF), and the French Association of Private Companies (AFEP). This guide offers companies a methodology for classifying their “sensitive” data following the reform of the French blocking statute.

In this bylined article for Forbes, Muriel Goldberg-Darmon discusses the new modalities of the French blocking statute. In particular, she mentions the new role of the Strategic Information and Economic Security Service (SISSE) and the reinforcement of the opposability of the French blocking statute abroad.

On February 10, 2022, the SEC adopted a proposal to make significant changes in the rules requiring investors to report their ownership of shares of U.S. publicly traded companies. As recommended by some corporate governance advocates, the SEC has proposed to shorten the deadlines for filing Schedules 13D and 13G, require that certain derivative securities be counted for purposes of calculating beneficial ownership, and change what constitutes a group for purposes of filing Schedule 13D. Not only would these proposals increase the reporting and compliance burdens for investors, but they could also change the dynamics of certain contests for control and expand the number of persons subject to the short-swing profit rules of Section 16 of the Securities Exchange Act.
On February 15, significant changes to the regime for the disqualification of company directors entered into force.

The Rating (Coronavirus) and Directors Disqualification (Dissolved Companies) Act 2021 provides, for the first time, the Secretary of State for Business, Energy, and Industrial Strategy with powers to investigate and pursue disqualification proceedings against directors of dissolved companies.

The reforms to the director disqualification regime, and the increase in the circumstances in which a company director may be subject to disqualification proceedings, will be of note to company directors and to providers of directors' and officers' liability insurance.

In this C&G client alert, Thomas Shortland discusses the scope of the reforms and identifies factors that may affect how frequently the new powers will be exercised.

(This article was originally published in Law360.)

In this article for Finascope, Muriel Goldberg-Darmon, Guillaume Guérin and Pierre Wolman discuss France’s new whistleblower protection framework, which follows the adoption of the European whistleblowing Directive of 2019. In particular, they analyze the changes made to the “Sapin 2” law adopted in France in 2016.

In this bylined article for Forbes, Muriel Goldberg-Darmon discusses the French Financial Market Authority (AMF) priorities in sustainable finance for the year 2022. Muriel mentions the reinforcement of the AMF supervision regarding the information relating to sustainable finance provided by listed companies and asset management companies.

Corruption allegations at multinational companies can often lead to several jurisdictions launching investigations that can drag on for years and cause significant damage to a company’s reputation and ability to conduct business. With different factors in each jurisdiction for what grants the authority to charge companies and individuals with criminal offenses, multinational companies need to work with advisers and create a strategy for timely global settlements at the outset of any global corruption allegations.

In this article for Financier Worldwide, John W Gibson identifies several strategic considerations for boards to consider when facing corruption allegations, including finding lawyers that can work in close partnership with forensic accountants, industry experts, data scientists, and corporate intelligence experts to piece together what has happened, an early review of the company’s compliance program and implementation of anti-bribery and corruption best practices, strategic evaluation of the jurisdictions in which to report, and why it’s essential at the beginning of an investigation to commence meaningful, straightforward dialogue with the key lawyers and investigators in each investigating jurisdiction.

This article first appeared in the February 2022 issue of Financier Worldwide Magazine.

In this article for Actes Pratiques et Ingénierie Sociétaire, Muriel Goldberg-DarmonGuillaume Guérin, and Pierre Wolman summarize and explain the different steps of a SPAC from a French-law perspective. They also address the issue of public information that must be provided to the public. (Subscription required.)

John Gibson, Tim Harris, Thomas Shortland, and Tom Orange authored the England & Wales chapter of the International Comparative Legal Guide - Corporate Investigations 2022. In this Q&A-styled publication, the authors answer frequently asked questions about conducting corporate investigations in the UK, including key considerations for deciding whether to conduct an internal investigation, self-reporting and cooperation with enforcement authorities, the investigation process (such as the conduct of witness interviews and data collection), the limits of legal privilege and many other pressing topics.

The cryptocurrency industry should brace itself for increased scrutiny from the DOJ and other enforcement agencies. The DOJ recently announced the creation of a National Cryptocurrency Enforcement Team (“NCET”), which will have the authority to tackle investigations and prosecutions of criminal misuses of cryptocurrency. NCET will not only pursue its own cases but will work closely with other federal agencies, subject matter experts, and law enforcement partners throughout the government to support existing and future cases across the country.

  • The announcement further suggests that NCET’s initial mandate will broaden the enforcement focus from criminal actors themselves to those who enable and facilitate illicit activities involving cryptocurrency.
  • Cryptocurrency exchanges should take appropriate steps to work with counsel to avoid becoming the subject of a DOJ investigation or prosecution.
  • The increased scrutiny will also likely extend to all cryptocurrency-focused businesses, NFT platforms, companies that accept cryptocurrency as payment, and even those that merely do business with third parties dealing in cryptocurrency.
  • Given the heightened scrutiny from the DOJ and a constantly evolving regulatory landscape, all companies in the industry should evaluate compliance programs and practices to mitigate risk and exposure.
In this C&G client alert, Christian R Everdell and Barbara K Luse explore the specifics of the NCET mandate, including its anticipated collaboration with the SEC and other federal agencies, and examine what’s on the horizon for cryptocurrency exchanges and other cryptocurrency-focused businesses. The authors identify some key takeaways for companies dealing with cryptocurrency, including cryptocurrency exchanges, crypto funds and financial institutions, and more.

Can an individual with a recent regulatory history resume a role in the financial services industry, and, if so, what is the process? This client alert discusses the FIT Test (as applied both by the FCA and firms under the SMCR), explores how the FCA will approach the authorisation process in non-routine cases, and offers practical guidance for individuals seeking to have such an application approved by the FCA.

On January 1, 2021, the Senate and the House of Representatives voted to override President Trump’s veto of the National Defense Authorization Act of 2021, which introduced legislation that allows federal oversight for transactions involving antiquities and contains other provisions affecting the art market at large. In this C&G client alert, Christian Everdell and Barbara Luse discuss the impact of the new legislation and explore the question of what’s next for arts and antiquities businesses involved in high-value transactions.

Congress recently enacted the Corporate Transparency Act (“CTA”), requiring millions of domestic and foreign businesses to disclose information about their beneficial owners to the federal government. In this C&G client alert, Jonathan Abernethy summarizes the major provisions of the CTA, considers the implications of the law on domestic and foreign entities, and provides analysis on some areas that may be shaped by the forthcoming implementing regulations.

In this C&G client alert, Christian Everdell and Barbara Luse discuss a recent congressional report released by the Senate’s Permanent Subcommittee on Investigations that exposes how Russian oligarchs looking to evade U.S. sanctions are able to exploit loopholes in the art industry and calls for more regulation in a notoriously opaque industry which, according to the report’s findings, undermines one of the most fundamental tools that U.S. administrations use to pressure foreign governments against “bad behavior.”

Muriel Goldberg-Darmon discusses recent French rules which strengthen France’s control over foreign investment in French companies listed on Euronext Paris.

In this C&G client alert, Muriel Goldberg-Darmon, Guillaume Guérin, and Pierre Wolman discuss the implications of two recent French rules that are meant to strengthen France’s control over foreign investment.

Muriel Goldberg-Darmon discusses three recent decisions by the Sanctions Commission of the AMF which further clarify how sanctions may be levied for an obstruction of justice in an investigation.

In this C&G client alert, John W Gibson and Charlotte Ritchie outline the new UK Insolvency Practice Directions that are in place as a result of the Corporate Insolvency and Governance Act 2020.
This C&G client alert examines the potential implications of The United States Supreme Court’s decision in Liu v. SEC to uphold the Securities and Exchange Commission’s statutory authority to seek disgorgement for violations of the securities laws.
Dans cet article, Angéline Duffour revient sur les contrôles renforcés annoncés par le gouvernement en matière d'activité partielle et livre ses recommandations pour les anticiper et limiter les risques. (Angéline Duffour analyses the French government’s plan to audit companies regarding partial activity, as well as how companies can best comply and limit their risk of sanctions.)
John W Gibson and Tim Harris offer a practical, cross-border insight into UK anti-money laundering law in their chapter for International Comparative Legal Guides.

Muriel Goldberg-Darmon discusses the difficulties facing companies in fulfilling their continued disclosure obligations to the market, as well as the resulting risks of potential AMF sanctions.

John W Gibson, Thomas Shortland, and Ashley Collins outline the key factors company directors must consider when making business decisions during the COVID-19 pandemic, as they may face scrutiny from a range of interested parties including creditors, employees, trade unions, landlords, customers, regulators, insolvency practitioners, and possibly law enforcement.

Muriel Goldberg-Darmon discusses how the outbreak of COVID-19 impacts a company’s responsibility to comply with financial communication and reporting obligations.

Jumana Rahman, Dawda Jawara, and Charlotte Ritchie consider the position of the UK borrower who defaults on debt due to COVID-19.

Muriel Goldberg-Darmon explains the specific regime of navigating whistleblowing within the French financial sector through the internal procedures of financial institutions and external procedures of the French Financial Market Authority (AMF) and the French Banking Authority (ACPR).

Dans cette publication, Loïc Henriot, Muriel Goldberg-Darmon, Louise Le Guilchet et Magalie Jullien présentent la directive (UE) 2019/1937 du Parlement européen et du Conseil du 23 octobre 2019, qui a vocation à établir des normes minimales communes entre les pays de l’Union européenne pour la protection des lanceurs d’alerte, et analysent les différences qu’elle présente avec le régime de protection des lanceurs d’alerte issu de la Loi Sapin 2.

(In this C&G Client Alert, Loïc Henriot, Muriel Goldberg-Darmon, Louise Le Guilchet, and Magalie Jullien discuss Directive (EU) 2019/1937 of the European Parliament (the “Directive”) on the protection of persons who report breaches of Union law. The Directive is intended to establish common minimum standards among European Union countries to protect whistleblowers.)

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John W Gibson, Tim Harris, Barbara K Luse, and Charlotte Ritchie discuss the Money Laundering and Terrorist Financing (Amendment) Regulations 2019 (“the 2019 Regulations”) that recently came into force in the UK.  The 2019 Regulations extend anti-money laundering responsibilities to UK art market participants, including art dealers and other intermediaries, in response to the increasing recognition that high value art is used by criminals and terrorist groups to launder and hide money.

In an article for Forbes, Muriel Goldberg-Darmon discusses the benefits of a recent market reform in France that lowers the threshold for majority shareholders to implement a squeeze-out, as well as the increased protection for minority shareholders proposed by the Autorité des marchés financiers (AMF, the French financial markets regulator) further to this reform.

Karen H Bromberg and Marvin J Lowenthal examine the Stop Hacks and Improve Electronic Data Security (“SHIELD”) Act, which amends New York’s current data breach notification law and places increased obligations on businesses that handle private data. With the SHIELD Act, New York joins the growing list of states that have adopted legislation to strengthen consumer privacy protections.

In this C&G Client Alert, Melissa H Maxman, Ronald F Wick, Erica Lai, and Danielle Morello discuss the U.S. Department of Justice's (DOJ) announcement that it will now consider crediting companies for “robust” compliance programs at the charging stage of criminal antitrust investigations. This signals a reversal of the DOJ’s longstanding policy of allowing substantial penalty reductions only for “early-in” whistleblowers.

Christian R Everdell analyzes the potential implications of the regulation of cryptocurrency as a result of Ryan Coffey v. Ripple Labs, Inc. in his latest article for Law360

Mark S Cohen explores the international regulatory landscape with respect to Israeli businesses in an article for the Israel Desks Guide published by Nishlis Legal Marketing.

Bonnie J Roe is the author of the chapter on securities law opinions in this annually updated treatise on legal opinions, edited by M. John Sterba, Jr. 

Even start-ups are being disrupted! In this article, C&G counsel Christian Everdell examines the SEC’s role in regulating Initial Coin Offerings.

The SEC has recently undertaken a review of its principal regulations for periodic reporting by publicly traded companies, in response to claims that the reporting process has become overly burdensome and that investors are blinded by “disclosure overload” that makes it difficult to discern the important facts within a mass of detail.  If the regulations were re-written today, they would undoubtedly focus on some different issues.  But the key to more effective disclosure lies in better presentation.  Companies can (and sometimes do) present information in easy-to-understand formats, and they should be encouraged to do so.  In addition, the SEC has a chance to make its website more user-friendly for investors, and it should seize this opportunity to do so.

The Delaware Court of Chancery has again affirmed the validity of exclusive forum bylaws.  This time the bylaw selected North Carolina, and not Delaware, as the forum.  By honoring a choice of forum outside of Delaware, the case helps pave the way for a wider acceptance of exclusive forum bylaws.  The case also suggests that an exclusive forum bylaw may be adopted on the eve of a merger, thus increasing the usefulness of these bylaws as a defense against multijurisdictional litigation in connection with a change of control transaction. Read more

Regardless of which side ultimately benefits, the Supreme Court's message for antitrust litigants is clear: Class action is an exception to the usual rule.

The proxy and annual reporting season is upon us and, as with other things, it is best to be prepared. Here are some thoughts for publicly traded companies to carry through the season and help plan for the remainder of the year

Dell’s board of directors played a starring role in helping Michael Dell defeat the legal challenge of taking Dell Inc. private in a $25 billion dollar buyout. The committee’s role in protecting the transaction is a text book lesson on navigating complex transactions.

With the recent increase in enforcement of the Foreign Corrupt Practices Act (FCPA), it is prudent for counsel to conduct in depth due diligence when acquiring a foreign target. Their conduct may become your company’s FCPA liability.

When a sovereign nation defaults, investors in its debt securities are often left without recourse. NML Capital, Ltd. v. Republic of Argentina is reimagining, and may even protect, the rights of U.S. corporations holding foreign sovereign debt.

A series of recent decisions suggest that courts are actively considering the practicality of the fraud-on-the-market doctrine, which has historically been one basis for argument by plaintiffs in securities class actions.

A recent arbitration ruling which determined that Kraft Foods Group/Mondelez International Inc. must be paid more than $2.7 billion by Starbucks Coffee Company to conclude a lengthy breach of contract dispute, is a venti wake-up call to inside counsel negotiating long-term ventures, supply and distribution agreements, and other commercial and strategic alliances.

On December 11, 2013, the public comment period will close on two new auditing standards proposed by the Public Company Accounting Oversight Board (PCAOB) to improve the informational value of the auditor’s report. These proposed standards, if adopted, would change the role of auditors and expand the scope of the auditor’s report.

The SEC adopted amendments disqualifying private securities offerings involving felons and other “bad actors” from relying on the Rule 506 safe harbor exemption. The lesson learned here is to know who you are dealing with especially when it comes to large investors, brokers and even potential targets and acquirers. Questionnaires and other fact-checking exercises should now be part of the due diligence process.

The Delaware Court of Chancery recently found that the board of Trados Incorporated did not breach its fiduciary duties in approving a merger of its company with SDL plc, even though the common stockholders received nothing, and the majority of directors approving the merger were conflicted through their relationships with the preferred stockholders. Trados is a reminder to boards to run a tight ship during the sales process.

The SEC is firming up their controversial proposal for new regulations under the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act, which will require certain public companies to disclose the ratio between CEO compensation and the median pay of rank-and-file employees.  Counsel to such companies are urged to advise clients on the potential backlash from investors, competition, and otherwise.

Last year saw a sharp increase in investigations targeting the illicit flows of funds through financial institutions. In three prominent enforcement actions in 2012—against ING, Standard Chartered Bank and HSBC—prosecutors and regulators extracted massive fines for conduct ranging from intentional concealment of illicit transactions to ineffective monitoring.

Examining the Dodd-Frank and US Foreign Corrupt Practices Acts  and ways in which companies can institute and augment compliance programs to mitigate the risks they pose.

Offering insight to multinational corporations in terms of navigating within, among, and between the different policies and agendas of antitrust regimes around the world.

Earlier this summer, the Group of Seven (G7) held their annual summit to coordinate global policy and devise a plan to help the world build back better from COVID-19. The G7 discussed several priorities and initiatives, including a global minimum tax, international trade agreements, and other spending priorities that might significantly impact business operations across all industries and jurisdictions. So how can you prepare for potential changes to global policy, regulation, and the law?

Join Cohen & Gresser on September 28 for an international webinar that will offer practical solutions and discuss immediate steps businesses can take to develop and shape their global legislative strategy moving forward. C&G’s Miriam González Durántez, Jeffrey Bronheim, and Melissa Maxman will discuss some of the G7’s top priorities and how the individual member nations are implementing them, with a particular focus on the U.S. budget process and spending priorities and global tax and trade regulations.

Date: September 28, 2021 Time: 5 PM BST / 12 PM EST

Topics will include:

  • An overview of the G7 summit and top priorities moving forward
  • Tax and spending priorities, including:
    • U.S. fiscal policy and the budget process
    • The global minimum tax
    • International investment
  • International trade policy, including:
    • Priorities of the European Union
    • The impact of Brexit on global trade policy
    • The U.S. trade agenda
  • Steps that companies can take right now to craft and strengthen their legislative/policy strategy.
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