Regulatory Compliance

From our offices in New York, London, Paris, and Washington D.C., C&G provides comprehensive compliance advice to our global clients, including public and private companies, and financial institutions. Members of our team include very experienced former U.S. federal and state prosecutors, former U.K. and French prosecutors, and defense counsel. We design and implement effective compliance policies and procedures, minimizing the risk of a government investigation or prosecution. If an investigation does take place, we have established relationships that allow us to engage in open dialogue with the relevant regulatory body and address any perceived deficiencies with controls.

We advise on compliance with all aspects of antitrust, corporate governance, economic sanctions, employment, privacy and cybersecurity, securities, tax, and trade regulations. We have extensive experience counseling on matters requiring cooperation with regulators, including the Securities and Exchange Commission (SEC), Commodities Futures Trading Commission (CFTC), Federal Reserve, Office of Foreign Asset Control (OFAC), Fair Trade Commission (FTC), Federal Communications Commission (FCC), Federal Elections Commission (FEC), and Federal Aviation Administration (FAA), in the United States; the financial market authority (AMF), the banking authority (ACPR), and the National Commission on Informatics and Liberty (CNIL) in France; and the Financial Conduct Authority (FCA) and the Serious Fraud Office (SFO) in the United Kingdom; U.S. state regulators, such as the New York Attorney General’s Office and the New York Department of Financial Services (NYDFS); as well as self-regulatory agencies including FINRA and the New York Stock Exchange.

Our attorneys advise clients on best practices for the development, implementation, and operation of compliance and business ethics programs, and provide training programs to ensure employee understanding. We assist in the development of procedures to facilitate anonymous reporting to audit committees and prepare for the possibility of whistleblower reporting to international and domestic regulatory bodies.

Our cross-border team is well-versed in overseeing and conducting compliance investigations and due diligence on our clients’ behalf, for corporations, boards of directors, special committees including demand committees, and audit committees.

Our Paris team is recognized in Legal 500 EMEA’s Compliance category, and our U.S. White Collar Defense & Regulation team is consistently ranked in both Chambers and Legal 500. Cohen & Gresser was recognized as the Regulatory Law Firm of the Year at the Women in Compliance Awards in 2019.

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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."

Miriam González has been named to Law360’s 2019 International Trade Editorial Advisory Board and will offer her insight and expertise in the field to best shape future coverage of the international trade landscape.

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 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.

We are pleased to announce the expansion of the firm's white collar defense and investigations team, as partner Muriel Goldberg-Darmon and counsel Guillaume Guérin have joined our Paris office.

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 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 Everdell analyzes the potential implications on 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 in an article titled, "Managing the Risks of Cross-Border Investigations for Israeli Businesses," published in the Israel Desks Guide from 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.

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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.

Partner Muriel Goldberg-Darmon spoke to visiting Law and International Management students about the annual controls and investigations carried out by the Autorité des marchés finaciers (AMF). This was the first session of HEC Paris DMI’s Law Project titled “Market Abuse.”

Partner Chris Everdell spoke about cryptocurrencies, blockchain, and ICO enforcement actions as a guest lecturer at the Computer Crime Law class at Harvard Law School.

Partners Muriel Goldberg-Darmon and Angéline Duffour spoke at a roundtable on “Grey areas in privilege” during the Women in Investigations conference in London on June 28, 2018. The panelists were: Jane Shvets, Partner at Debevoise & Plimpton, Polly Sprenger, Partner at Katten Muchin Rosenman, Mona Vaswani, Partner at Allen & Overy, and Muriel Goldberg-Darmon, Partner at Cohen & Gresser. The moderator was Martina de Lind van Wijngaarden, Partner at Freshfields Bruckhaus Deringer.

Muriel discussed the French Bar rules regarding privilege and internal investigations as well as cross border investigations (DOJ investigations and AMF/SEC investigations). Angéline spoke about specific issues in France regarding employment law (disciplinary sanctions and protection of employees).

Muriel Goldberg-Darmon participated in the “Activists Funds: Opportunity or Threat for the Economy” roundtable at the conference on Activists Funds and Governance organized by the Paris-Dauphine University on June 26th, 2018. The panelists were:  Hubert de Vauplanne, Partner at Kramer Levin, Edouard Dubois, Vice-President at Blackrock, Philippe Leroy, President at Associés en Finance, Ahmed Guenaoui, Administrateur civil at Direction générale du Trésor,  Laurence Boisseau, Journalist at Les Echos, Colette Neuville, President at ADAM (Minority Shareholders Defence Association), Anne-Sophie d’Andlau, Co-Founder and Managing Partner at CIAM,  and Muriel Goldberg-Darmon, Partner at Cohen & Gresser. The roundtable was moderated by Sophie Schiller, Professor at Paris-Dauphine.

Please also find a link to the September 6, 2018 issue of the magazine, La Semaine Juridique, in which a transcription of Muriel's presentation, "Fonds activistes : opportunité ou menace pour l’économie ?" is featured on page 42. 

Jason Brown will participate on a panel titled "Consumer Protection and the State Attorneys General" at COMPLY2018. 

Christian Everdell participated on the "Focus on CryptoCurrency: How to Identify Transactions that are Using Digital Currency to Avoid U.S. Sanctions" panel at the ACI's 11th Flagship Conference on Economic Sanctions: Enforcement & Compliance. The panel discussed how new payment methods are challenging the existing banking system for risk and compliance, how non-US companies use digital currency to avoid US sanctions rules, and how financial institutions can protect themselves.

Experiential legal learning platform AltaClaro has partnered with international law firm Cohen & Gresser, LLP to host a live online panel to discuss current trends in anti-money laundering enforcement. The panel is complimentary for in-house counsel, white-collar and regulatory attorneys, and compliance professionals.

A conference organized in partnership by Sorbonne University and C&G in relation to the French anti-corruption law, Loi Sapin II
 
Discussion topics include: 
  • Genesis of the law
  • Apprehending the risks in a company
  • Deployment of compliance programs within a company
  • Protection of whistleblowers
  • The new mechanism of transaction (differed prosecution agreement)
  • The monitoring process
  • Final remarks by the vice president of the Assemblée Nationale.

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