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Am I at Risk of Compensation Clawbacks? Clawbacks are contractual provisions that restore or recoup disbursed monies inappropriately awarded.  In the anticorruption compliance world, they mostly mean “disgorging” compensation derived from improper or illegal behavior.  (If, for example, you receive a performance bonus based on sales that you obtained through illegal bribes…perhaps you should return […]

Section 230… What is It and Why Should I Care? The US Supreme Court is currently hearing oral arguments in Gonzalez v. Google, which marks the first time it will reflect on the immunity granted to online platforms through Section 230 of the Communications Decency Act of 1996.  Wait…  Communications are meant to be decent? 

The Foreign Corrupt Practices Act: Why 2022 Statistics Mean Nothing. You asked for it! So you got it: a double-down on corruption. No, dear Reader, this is not a synopsis of the Murdaugh trial.  Let’s fly back to the corporate universe and consider how the US Department of Justice has been prosecuting corrupt companies and

The 2022 Corruption Perceptions Index: Helpful in Calibrating Risk? 3 Deep Thoughts… And Some Follow Up! Some of us are old enough to remember Jack Handey.  Well, Dear Reader, I’m not as funny as Saturday Night Live…but I have fewer commercials. Every year, Transparency International publishes the Corruption Perception Index (“CPI”), an exercise in measuring

What’s up with WhatsApp? 4 Tips for Avoiding Recordkeeping Fines Recordkeeping:  the often-thankless administrative task that only gets noticed when things go wrong.  Why should your legal department even care?  Two reasons:  Let us layer on the additional complication of messaging apps…  Professional texts are corporate records, and their retention may be required.  Here are

Dramatically New DOJ Expectations for Compliance Programs: What You Need to Know The world of corporate compliance is in continuous evolution.  Sometimes, however, it suffers a slight paradigm shift.  With apologies to Yentl, “this is one of those moments.”  The DOJ has now outlined a number of prioritized topics that you might find alarming: 1.

What Are Your New Compliance Expectations under the ENABLERS Act? As attorneys, one of our sacred obligations is the maintenance of the attorney-client privilege.  We strive to maintain the privilege to the fullest extent practicable.  However, the law always provides for exceptions.  (We won’t, for example, be able to assist you with homicide. Sorry.)  The

Ensure Your Insurance Insures Cyber-attacks! (Also, 3 Macro-Recommendations to Maximize Protection) With the Russian invasion of Ukraine, several topics have taken center stage, among them: economic sanctions, wheat and food shortages, and the exits of famous brands like Starbucks, McDonald’s, and PepsiCo.  (What will Red Square do without its Happy Meals?)    Yes, Russia “exports”

Texas Franchise Tax Reporting: Step by Step Unfortunately, it is that time again. You may already be aware that, in order to remain compliant with state law, Texas requires annual tax filings. Each year, Corporations and LLCs must file the Annual Franchise Tax Report and the Franchise Tax Public Information Report.  This year, the deadline

Don’t Let Your EIDL Loans Breach Contracts and Cloud Title! In response to the COVID-19 pandemic, the U.S. government offered COVID-19 Economic Injury Disaster Loans (“EIDL”) through the Small Business Administration (‘SBA”).  The SBA stopped accepting new loan applications as of January 1, 2022.   Due to program design, the EIDL might cloud title without providing