Compliance & Ethics

The U.S. Justice Department and the Federal Trade Commission (FTC) have jointly released the 2023 Merger Guidelines, outlining the factors and frameworks employed by the agencies in their scrutiny of mergers and acquisitions. The guidelines, the result of nearly two years of public engagement, reflect the evolving landscape of modern markets, advancements in economics and law, and insights gleaned from a diverse range of market participants.

The U.S. Securities and Exchange Commission (SEC) has filed an emergency action against Mmobuosi Odogwu Banye, known as Dozy Mmobuosi, and three affiliated U.S.-based entities under his leadership. The emergency relief includes a temporary asset freeze, a restraining order, and other measures to address a purported multi-year scheme aimed at inflating financial performance metrics and deceiving investors on a global scale.

The Commodity Futures Trading Commission (CFTC) has issued an order while simultaneously filing and settling misappropriation-based fraud charges against Freepoint Commodities LLC, a commodities merchant headquartered in Stamford, Connecticut. The fraudulent activities, spanning from 2012 to 2018, involved deceptive conduct aimed at obtaining material non-public information from a South American state-owned enterprise (SOE) concerning the purchase and sale of fuel oil. The CFTC's order mandates Freepoint to pay more than $91 million in civil monetary penalties and disgorgement.

In a historic move, the European Union's Council and Parliament have provisionally agreed to forge ahead with the creation of a groundbreaking European authority focused on combating money laundering and the financing of terrorism - the Anti-Money Laundering Authority (AMLA). This breakthrough represents a cornerstone in the broader anti-money laundering package, designed to fortify the EU's financial system and protect the interests of its citizens.

The Securities and Exchange Commission (SEC) has revealed that Credit Suisse Securities (USA) LLC and two affiliated entities, collectively referred to as the Credit Suisse Entities, have agreed to a settlement exceeding $10 million. The settlement resolves charges brought forth by the SEC, alleging that the entities offered prohibited underwriting and advising services to mutual funds.

EU lawmakers have achieved a significant milestone by reaching a political agreement on regulating artificial intelligence (AI), paving the way for the European Union's (EU) Artificial Intelligence Act. This marks a crucial step towards establishing a comprehensive AI law in Western countries and positions the EU as a global leader in AI regulation. The AI Act encompasses bans on specific AI applications, including untargeted scraping of images for facial recognition databases, and introduces rules for systems categorized as high-risk. The legislation also imposes transparency requirements on general-purpose AI systems and their underlying models. Penalties for non-compliance could potentially reach up to 7% of a company's global revenue, depending on the violation and the company's size.

In a recent development, Nasdaq, Inc. has entered into a settlement agreement with the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) to resolve potential civil liability arising from apparent violations of sanctions on Iran by one of its former wholly owned foreign subsidiaries. The settlement underscores the importance of robust compliance measures for multinational corporations and the potential consequences of non-compliance with international sanctions regimes.