Compliance Stuff

  In corporate compliance, some very basic compliance lessons are destined to be repeated. This was clear from the recently announced   Securities and Exchange Commission   (SEC) Foreign Corruption Practices Act enforcement action involving Deere (John Deere herein). The $9.9 million settlement between John Deere and the SEC involved FCPA violations at its Wirtgen Group subsidiary. It offers a stark reminder that even the most established companies can stumble over basic compliance principles . For those in the compliance community, this case highlights the importance of robust integration post-acquisition and serves as a throwback to classic FCPA pitfalls that should have been avoided. The John Deere Case: A Synopsis According to the  SEC Press Release  announcing the resolution, “From at least late 2017 through 2020, Wirtgen Thailand employees bribed Thai government officials with the Royal Thai Air Force, the Department of Highways, and the Department of Rura...

  The Small Business Administration ("SBA") recently issued a   proposed rule   that changes the effect of a concern's size recertification following mergers and acquisitions ("M&A") activity . Notably, the proposed rule is ostensibly an omnibus proposal as it covers a host of issues under SBA's socio-economic contracting programs. The proposed rule, for example, includes changes to SBA's negative control affiliation provisions ( discussed here ), joint venture rules, mentor-protégé rules, and others. Comments on the proposed rule are due on or before October 7, 2024. SBA's recertification rules have long been the subject of debate, particularly as it relates to eligibility after a concern recertifies as an "other than small business" following an M&A event. Under the current regulatory regime, a small business is generally considered small for the life of the contract, including for orders issued against a long-term contract. Thus,...