Throughout the week over at Securities Docket I highlight the most interesting columns and blog posts from around the web on the subjects of SEC enforcement and securities litigation. Here is a digest of my picks for the week ending May 31.

Total S.A. FCPA Actions Hearken Back to Time of Tupac Shakur, Beepers

David Smyth, Cady Bar the DoorRemember 1995?  It was a long time ago, so you can be forgiven for not recalling much of it.  To re-orient you: it was President Clinton's first term; the Oklahoma City bombing happened in April; a jury found O.J. Simpson not guilty of two murders; Apple was still trying to sell the Newton.  And Total, S.A., a France-based oil and gas company, began a scheme to bribe foreign officials in Iran to win contracts with the National Iranian Oil Company.  The Justice Department and SEC got around to redressing it on Wednesday.

FCPA Declinations: How to Maximize Your Chance to Get a Pass When a Corruption Problem Occurs

Nathaniel Edmonds, Palmina M. Fava and Morgan J. Miller; Paul Hastings Client Alert

… Companies that can demonstrate a truly proactive approach to anti-corruption compliance, both before a problem arises and after an allegation is received, can do much to help themselves in order to obtain the real golden carrot – the much-desired “declination” from the U.S. Department of Justice (“DOJ”) and similar treatment from the Securities and Exchange Commission (“SEC”). Not every case is appropriate for a declination – the strategy for each case must be carefully considered on its own merits. The following is the roadmap for those with the right facts and interest in pursuing the goal of a formal declination from the U.S. government.

Regulatory: Compliance stakes its independence

Robertson Park, Timothy P. Peterson, Inside Counsel

The appropriate place for compliance in the organizational structure of large and more sophisticated companies has been a matter subject to substantial debate within company management, and it is fair to conclude that the stakeholders in this debate—senior management, external boards, the office of general counsel and senior compliance officials—do not necessarily see eye to eye. General counsel often chafe at the prospect of independent compliance management that operates outside their direct reports. Increasingly anxious boards oppose filtered compliance information, and senior management may balk at too many channels for reporting of critical information. Compliance professionals increasingly are more uniform in their view. They want direct reports to the CEO and the audit committee of the board. They need to know that their reports and information get to those with ultimate authority unvarnished. Compliance needs to stand on its own.

Effective Securities Litigation Defense Requires a High Thought-to-Action Ratio 

Douglas W. Greene, D&O Discourse

I recently had occasion to review a number of motion-to-dismiss rulings, including some in which denial of the motion seemed to be an easy call.  I've since been mulling over whether there are circumstances in which it would be strategically advantageous not to make a motion to dismiss in a Reform Act case, or a motion to dismiss for failure to make a demand on the board in a derivative case.  I have never foregone such a motion, even when it was relatively weak.  But is that the right strategic and economic approach?

SEC Investigations 101: 20 Frequently Asked QuestionsDavid Marder, Corporate CounselThe Securities and Exchange Commission is more active than ever, filing 734 actions in 2012 and seeking an 18.5 percent increase in its 2013 budget. Most large corporations will face an SEC investigation at some point. News of an investigation need not induce panic, since many do not lead to enforcement action. By taking some sensible steps, you can greatly enhance your chances of resolving the matter with minimal damage. This article … addresses 20 decision points commonly faced by counsel during an SEC investigation and provides a starting point for developing a strategy.

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