December 10, 2020

Ten Questions That the SEC Commissioners’ Internal “Accounting” Controls Dissent Raises for Global Companies


Nearly one month after the US Securities and Exchange Commission (SEC) announced a settled action In the Matter of Andeavor LLC, two SEC commissioners issued a rare dissenting statement on November 13, 2020. The commissioners disagreed with the majority’s application of Exchange Act Section 13(b)(2)(B) as a broad “internal controls” provision rather than as a more narrowly defined “internal accounting controls” requirement that would be more consistent with the statutory language.

We invite you to join our discussion exploring the importance of this dissent as it relates to Section 13, a provision of law passed in 1977 as part of the Foreign Corrupt Practices Act that impacts global issuers, their boards and management, and what this may mean for future enforcement.

In this 30-minute interview organized around 10 quick-hitting questions, Mayer Brown’s Audrey Harris (former Chief Compliance Officer of BHP) will set the stage by delving into what the dissent said, the significance attached to the word “accounting” and other key points with partner Michael Levy, a former assistant US attorney and the author of an article cited by the dissenting SEC commissioners. Jason Linder, a partner and former senior DOJ FCPA prosecutor, will round out the discussion by analyzing how enforcers view Section 13. Finally, Audrey will highlight takeaways for in-house compliance programs.

For a copy of the webinar recording, please send us an email.

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