Regulation, Compliance & Governance

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Overview

Kibbe & Orbe's Regulation, Compliance & Governance practice helps clients navigate the securities and financial services regulatory landscape.  We also counsel boards, board committees, individual directors, and their companies on a range of corporate governance issues.  K&O lawyers in this practice benefit from having served in senior roles at the SEC and in public company legal departments. Our practice is cross-border in nature, frequently requiring us to address issues across multiple jurisdictions.

Strategic Advice

Boards & Directors

Kibbe & Orbe helps boards and senior management to develop and implement strategies that proactively identify and, where necessary, remediate critical governance and regulatory risks before they can spark a crisis. And for companies that do experience a crisis, we help directors and management in crafting the most effective response. Our practice draws on the firm’s deep experience over three decades counseling companies, boards, committees, directors and senior executives to diagnose and address governance-related risks before they spawn active problems and managing problems that turn into crises. We anticipate potential corporate governance issues, develop the appropriate response and assist in the implementation of effective procedures and controls to mitigate related risk. 

Securities Regulation

Proactive consideration of the securities regulatory environment is crucial to pursuing a successful investment strategy. Kibbe & Orbe helps buy-side clients comply with the requirements of the SEC and other regulators, with a particular focus on our clients’ unconventional regulatory issues. We offer real-time trading advice to chief compliance officers, general counsels, senior managers and investment analysts on compliance with insider trading and market manipulation laws and rules. We counsel on methods of information access and delivery, and also recommend compliance program enhancements. We have deep experience with the SEC’s Schedule 13D and Schedule 13G reporting regimes for five-percent shareholders and often guide clients through the planning and tactical issues associated with reporting person status. Similarly, we have a long history of counseling clients on Section 16 issues, including disclosure rules and potentially costly profit disgorgement obligations, which often require thoughtful advance planning. We also advise regularly on compliance with the SEC’s short-selling rules. In addition, we advise activist investors on the variety of issues that can arise under the federal securities laws, including compliance with Section 13 of the Exchange Act and federal proxy rules, state corporation statutes or the issuer’s constituent documents.

Risk Assessment

Cross-Border Regulatory Risk

For over 30 years, Kibbe & Orbe has developed a reputation for counseling clients facing the most complex issues across multiple jurisdictions. We understand how to address challenges created by differing, and at times conflicting, multi-jurisdictional legal obligations. We are respected by enforcement agencies and authorities in the United States and around the world. We develop bespoke strategies encompassing the complex risks faced by clients conducting global business, including with respect to compliance, regulatory enforcement, internal investigations, civil litigation, discovery, judgment enforcement and corporate transactions subject to U.S. and foreign regulations.

Regulatory Diligence

Kibbe & Orbe’s regulatory risk evaluation attorneys help our clients evaluate and mitigate risk when considering a business combination with a regulated entity. We draw on our past public service as former regulators, our deep subject matter knowledge of the regulations affecting the financial services and securities industries, our compliance expertise and our experience as corporate advisers and transactional lawyers when conducting due diligence on behalf of our clients. Our expertise enables us to undertake a multi-dimensional evaluation of our client’s target business, focusing on the quality of its management, its compliance orientation, the tone at the top, the nature of its internal controls, the effectiveness and scalability of its compliance and risk management processes, and its legal and reputational risk tolerances. We also help our clients understand whether the target’s compliance and risk management infrastructure can support business expansion or will require bolstering following the completion of the transaction. We pride ourselves on our ability to identify and explain potential red flags to our clients, so they can properly focus their diligence efforts or, if necessary, confidently step away from a proposed transaction before incurring undue costs or reputational risk.

Enforcement & Compliance

Enforcement

Kibbe & Orbe regularly represents global banks, hedge funds, board committees, and individual executives and traders in all manner of regulatory and criminal proceedings and investigations relating to securities trading and alleged market manipulation. Kibbe & Orbe's expertise in this area stems from years of experience in public and private practice. Our partners include a former senior official from the SEC and experienced private practitioners with a deep understanding of the global capital markets.

Anti-Corruption

Kibbe & Orbe lawyers have deep expertise in all facets of FCPA and related anti-corruption laws. Our comprehensive practice ranges from full-scale internal and government investigations and enforcement defense to transactional due diligence and compliance and internal controls reviews. Our practice extends well beyond typical compliance and investigation issues, often intersecting with related laws involving domestic corruption, bribery, money laundering and economic sanctions. Our extensive experience in each of these areas informs the others, allowing us to represent our clients across a full complement of cross-border anti-corruption issues.

Sanctions

Kibbe & Orbe has significant expertise advising clients with respect to evolving U.S. economic sanctions, which are often at issue in our international compliance counseling, government enforcement and internal investigations assignments. Our extensive experience in each of these areas informs the other, allowing us to represent our clients across a full complement of cross-border issues. We have a proven record of navigating difficult regulatory and criminal sanctions issues, from internal investigations and criminal and regulatory inquiries to providing real-time compliance advice in relation to the latest hot-button developments. We are adept at working closely with clients and regulators to develop practical solutions to address evolving regulations, products and technologies.

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