June 10, 2010

Manhattan District Attorney: New Written Guidelines for When Prosecutors Charge Businesses

Here is news excerpted from this Sullivan & Cromwell memo (similar memos are posted in our “White Collar” Practice Area):

On May 27th, the New York County District Attorney’s Office (“DANY”) issued written guidelines for determining whether to bring criminal charges against business organizations. The District Attorney’s guidelines identify a number of factors prosecutors must consider before deciding to charge or not to charge an organization for violating New York State criminal laws.

Most of the factors to be considered closely follow the principles used by the U.S. Department of Justice for prosecuting business organizations. There are, however, important distinctions between the two sets of principles. As summarized in the attached, the DANY corporate charging guidelines incorporate additional factors to be considered, including (i) whether a corporation complied with the District Attorney’s request to waive attorney-client privilege and work product protections; (ii) the potential impact of a charging decision on the public’s confidence in the fairness of prosecutors’ decisions; (iii) the views of victims of misconduct; and (iv) the feasibility of prosecuting responsible individuals.

Because the DANY Guidelines establish a uniform framework for criminal charges against organizations, and incorporate considerations not found in the analogous federal guidelines, companies doing business in New York County should familiarize themselves with these new provisions and consider whether to modify their business practices or compliance programs in light of the new guidelines.

Timeframe for SEC Adopting Proxy Access Rules? Still Gunning for ’11 Proxy Season

On Tuesday, SEC Chair Schapiro delivered this speech and noted this about proxy access:

I can confirm that I am committed to bringing a proposal back to the Commission to consider final adoption, within a timeframe that would put the rules into effect for the 2011 proxy season.

As I blogged earlier this week, don’t forget that Congressional negotiations over the reform bill get televised starting today on C-SPAN…

Summer Issue of Compensation Standards Print Newsletter

We have posted the Summer Issue of our Compensation Standards print newsletter, which provides some examples of CEOs who have taken a stand on executive pay including their guidelines and motivations. We have posted this issue free to encourage others to become more responsible.

If you’re not yet a member of, try our “Rest of ’10 for half price” no-risk trial to catch issues of this Compensation Standards newsletter. A membership gets you online access to this newsletter, including one hard copy of the newsletter.

Congrats to the Chicago Blackhawks, my childhood hockey team. They hadn’t won the Stanley Cup since the year I was born. Stan Mikita and I share a birthday…

– Broc Romanek