Journal of Investment Compliance: Volume 4 Issue 2

The selling away case: Rethinking the firm’s defenses

Aegis J. Frumento, Stephanie Korenman

Few things are more perplexing for a brokerage firm than being sued by someone who is not its customer, for a security it did not sell. The prohibited sales practice formally…

Research analyst independence: Efforts to eliminate conflicts lead to conflicting requirements

Yoon‐Young Lee, Stephanie Nicolas

Following a spate of corporate scandals, the bursting of the “Internet bubble,” and media revelations of research analyst bias at the nation’s largest investment banks, regulators…

Untoward employee whistleblower claims under Sarbanes‐Oxley

Cheryl Bryson, Robert Bramnik, Rachel Lutner

Few new laws in recent years have inspired as much attention as the Sarbanes‐Oxley Act of 2002 (Act). The procedural and substantive requirements of the Act have, and will…

The compliance gap

A recent study has revealed that too many financial institutions continue to fall short of first‐class compliance. They are failing to recognize and close the gap between the…

It’s the cover‐up that will get you!

Frank C. Razzano

If the past 30 years of history have taught anything, it is that white‐collar offenders often run afoul of the law by their participation in cover‐ups rather than their part in a…

New PATRIOT Act deadlines approach for broker‐dealers: Customer identification programs to be implemented by October 1, 2003

Betty Santangelo, Margaret Jacobs

The anti‐money‐laundering provisions of the USA Patriot Act of 2001 (the “Patriot Act”) continue to cause a profound transformation in the way the United States investment…

Once the cat is out of the bag: Whether the doctrine of selective waiver applies to preserve privilege when information is voluntarily disclosed to the SEC or other government agencies

Alan Raylesberg

The passage of the Sarbanes‐Oxley Act has heightened awareness of the importance for companies to conduct internal investigations in appropriate circumstances when wrongdoing is…

SEC guidance on broker‐dealer expense‐sharing arrangements

Lawrence Cohen

In the Spring 2003 issue of this Journal, I addressed the regulatory uncertainty surrounding the treatment of broker‐dealers’ expense‐sharing arrangements. As pointed out in that…

The “Unhappy Lot”: Limits on preferred stock protective provisions

Gary S. Hammersmith

“The lot of a holder of junior preferred stock is not always a happy one,”observed the Delaware Chancery Court in Benchmark Capital Partners IV, L.P. v. Vague. It certainly wasn’t…

Breakpoints: The need for education and technology

Nelson M. Graham

The securities industry is no stranger to regulatory compliance. However, the breakpoints issue is emerging as one of its latest challenges. Education and technology are an…