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Full-Text Articles in Law
No Good Deed Goes Unpunished: Charitable Contributions And The Foreign Corrupt Practices Act, William Alan Nelson Ii
No Good Deed Goes Unpunished: Charitable Contributions And The Foreign Corrupt Practices Act, William Alan Nelson Ii
William Alan Nelson II
The area of charitable contributions under the Foreign Corrupt Practices Act (“FCPA”) is an ambiguous area of law where liability for companies can be enormous. This article examines the challenges companies face under the FCPA when making charitable contributions. It provides an in-depth analysis of the Schering-Plough case, which illustrates how the Securities and Exchange Commission (“SEC”) applies the record-keeping provisions of the FCPA in a situation of charitable giving; it examines Department of Justice (“DOJ”) FCPA Review Opinion Procedure Releases that provide guidance on when companies’ charitable contributions will violate the anti-bribery provisions of the FCPA; it discusses the …
Post-Citizens United: Using Shareholder Derivative Claims Of Corporate Waste To Challenge Corporate Independent Political Expenditures, William Alan Nelson Ii
Post-Citizens United: Using Shareholder Derivative Claims Of Corporate Waste To Challenge Corporate Independent Political Expenditures, William Alan Nelson Ii
William Alan Nelson II
The Supreme Court’s recent decision in Citizens United v. FEC allows companies to spend unlimited sums from their treasuries on advertisements that promote or oppose political candidates. This issue has taken the main stage in American politics, especially with the current Republican primary race and the Presidential election in November. This article discusses how shareholders may use derivative claims of corporate waste to challenge independent political expenditures that they believe are detrimental to the corporation. The article begins by discussing the history of the corporate waste doctrine and looks at the standard for pleading a claim of corporate waste. The …
Ending The Silence: Shareholder Derivative Suits And Amending The Dodd-Frank Act So “Say On Pay” Votes May Be Heard In The Boardroom, William Alan Nelson Ii
Ending The Silence: Shareholder Derivative Suits And Amending The Dodd-Frank Act So “Say On Pay” Votes May Be Heard In The Boardroom, William Alan Nelson Ii
William Alan Nelson II
The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) has broad and deep implications that will touch every corner of the financial services industry, as well as multiple other industries. This article is the first to fully examine shareholder derivative lawsuits filed after a negative “say on pay” vote on executive compensation under the Dodd-Frank Act. The article begins by providing a history of “say on pay” votes and examining the “say on pay” provisions of the Dodd-Frank Act. The article transitions into a discussion of how the Dodd-Frank “say on pay” provisions are currently being utilized by …
Attorney Liability Under The Foreign Corrupt Practices Act: Legal And Ethical Challenges And Solutions, William Alan Nelson Ii
Attorney Liability Under The Foreign Corrupt Practices Act: Legal And Ethical Challenges And Solutions, William Alan Nelson Ii
William Alan Nelson II
This article examines the legal end ethical obstacles facing attorneys when counseling clients on the Foreign Corrupt Practices Act (FCPA). It gives the background of the FCPA and the circumstances of its enactment, specifically looking at the legislative history of the Act. The article also provides the statutory language of the FCPA and cases illustrating how the FCPA has been applied. It examines the relationship of the FCPA and the ABA Model Rules of Professional Conduct and state ethical rules on attorney conduct. The article provides multiple hypotheticals illustrating the ethical quagmires attorneys face when counseling clients on the FCPA. …