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GovCon & Trade

Venezuela Update: Significant Sanctions Restrictions Imposed

By Thad McBride & Sylvia Yi on August 19, 2019

Virtually all transactions with government prohibited Most transactions with private sector parties still permitted Practical challenges make Venezuela transactions difficult, including for non-U.S. parties On August 5, 2019, President Trump issued Executive Order 13,884 (EO 13,884), which significantly expands existing U.S. sanctions on Venezuela. Pursuant to EO 13,884, virtually all transactions with the government of Venezuela are now prohibited. There are some important exceptions to that prohibition, and those are discussed below. While this is…

Securities Law Exchange

[Webinar] SEC FAST Act Cover Page Tagging Update

By Jay Knight on August 16, 2019

Large Accelerated Filers are now beginning to comply with the SEC’s new FAST Act requirements for cover page tagging using Inline XBRL. During the implementation process, questions have arisen regarding exhibits, and other aspects of technical and rule compliance. I am excited to be co-presenting in an upcoming free webinar on this topic titled, “SEC Fast Act Cover Page Tagging Update,” which is being sponsored by XBRL US, a leading non-profit organization supporting the implementation…

GovCon & Trade

[Webinar] FCPA Compliance: Meeting FCPA Requirements and Minimizing Liability Risks

By Thad McBride on August 14, 2019

I am excited to be presenting, along with Bass, Berry & Sims litigation attorney Lindsey Fetzer, a 90-minute CLE webinar hosted by Strafford on FCPA compliance on September 18, 2019 titled, “FCPA Compliance: Meeting FCPA Requirements and Minimizing Liability Risks.” The webinar will examine the requirements of the FCPA and other anti-bribery laws, and provides insights into the compliance challenges associated with gifts and hospitality, third party due diligence, and maintaining appropriate internal…

Inside the FCA

Failure to Voluntarily Self-Report is a “Non-starter” under the FCA

By Taylor Sample on August 13, 2019

On July 5, 2019, the D.C. Circuit Court of Appeals affirmed dismissal of a qui tam lawsuit against several chemical manufacturers that set forth a unusual theory of liability: the relator alleged that the manufacturers violated the False Claims Act (FCA) by failing to self-report information about the dangers of their chemicals under the Environmental Protection Agency’s (EPA) voluntary Compliance Audit Program. According to the relator, the manufacturers should have self-disclosed certain information to the…

Securities Law Exchange

Revisiting Advance Notice Bylaw Provisions and Proxy Access

By Kevin Douglas, Eric Knox & Tyler Huseman on August 12, 2019

Advance Notice Bylaw Provisions A recent Delaware case, Saba Capital Master Fund, Ltd. v. Blackrock Credit Allocation Income Trust, highlights the importance of advance notice bylaws and the careful application of the terms of such bylaws by public companies who may be subject to activist campaigns. As backdrop, following Delaware cases in 2008 (Jana Master Fund Ltd. vs. CNET Networks, Inc. and Levitt Corp. vs. Office Depot, Inc.) which interpreted ambiguous advance notice bylaw provisions…

GovCon & Trade

[WEBINAR] Briefing: How Mergers & Acquisitions Can Impact Pending Bids

By Richard Arnholt & Todd Overman on August 8, 2019

Please join us on September 17, 2019, at 1:00 p.m. EDT as we launch a series of complimentary briefings via webinar that will serve as an extension of this blog and feature timely and practical guidance on key topics of interest. We will host the first GovCon & Trade briefing that will highlight recent bid protest decisions involving asset deals and corporate reorganizations, and their impact on pending bids. Given the continued high volume of transactions…

Securities Law Exchange

Updated: FAQs About Exhibit 104 (Cover Page Interactive Data File) for Large Accelerated Filers

By Jay Knight on August 7, 2019

Note: We updated this post (originally posted last week) to add new frequently asked questions about when to reference Exhibit 104 in Form 8-Ks and about the phase-in schedule for all companies. Question: In a Form 8-K, are you required to explicitly reference Exhibit 104 in the Exhibit Index? Answer: In discussions with SEC Staff within the SEC’s Division of Corporation Finance, we received the following guidance related to a registrant’s Exhibit 104 reference obligation…

GovCon & Trade

Vulnerable Systems: Contractor Protection of Controlled Unclassified Information at Risk

By Todd Overman on August 6, 2019

The Department of Defense (DoD) Inspector General recently issued a report summarizing the findings of an audit into the protection of Controlled Unclassified Information (CUI) on contractor networks. Based on an in-depth review into nine contractors, the audit uncovered some common practices that fall short of meeting the standards set forth in NIST SP 800-171, which contractors are obligated to follow under DFARS 252.204-7012. Shortcomings Discovered in DoD Audit These common lapses include the following,…

Securities Law Exchange

5 Key Takeaways from Our Public Company Financial Reporting Webinar

By Kevin Douglas & Scott Bell on July 31, 2019

The Bass, Berry & Sims Corporate & Securities Practice Group recently hosted its first in a series of complimentary webinars exploring various public company-related securities law issues. The first webinar, Key Insights into Financial Reporting Considerations: MD&A, Earnings Releases & Regulation FD, was held on July 18 and shared guidance on the preparation of the Management Discussion & Analysis (MD&A), key disclosure issues regarding earnings releases and calls, and important considerations for public companies…

GovCon & Trade

Update on U.S. Sanctions: New Requirements, Continuing Enforcement

By Thad McBride on July 31, 2019

OFAC proposes new reporting requirement for rejected transactions Agency issues guidance on dealing with Iran Additional parties designated under Magnitsky sanctions program Careful diligence of international transactions and business partners is essential On a regular basis over the past several months, the U.S. Treasury Department, Office of Foreign Assets Control (OFAC) has introduced new sanctions requirements, guidance, and restrictions. OFAC is the U.S. government agency which administers most U.S. sanctions programs. Many of these measures…

Bass, Berry & Sims PLC

Bass, Berry & Sims PLC Blogs

Blog Authors

Venezuela Update: Significant Sanctions Restrictions Imposed

[Webinar] SEC FAST Act Cover Page Tagging Update

[Webinar] FCPA Compliance: Meeting FCPA Requirements and Minimizing Liability Risks

Failure to Voluntarily Self-Report is a “Non-starter” under the FCA

Revisiting Advance Notice Bylaw Provisions and Proxy Access

[WEBINAR] Briefing: How Mergers & Acquisitions Can Impact Pending Bids

Updated: FAQs About Exhibit 104 (Cover Page Interactive Data File) for Large Accelerated Filers

Vulnerable Systems: Contractor Protection of Controlled Unclassified Information at Risk

5 Key Takeaways from Our Public Company Financial Reporting Webinar

Update on U.S. Sanctions: New Requirements, Continuing Enforcement

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