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Financial Regulation and Compliance: How to Manage Competing and Overlapping Regulatory Oversight, + Website

Book Description

Devise an organized, proactive approach to financial compliance

Financial Regulation and Compliance provides detailed, step-by-step guidance for the compliance professional seeking to manage overlapping and new regulatory responsibilities. Written by David Kotz, former Inspector General of the SEC with additional guidance provided by leading experts, this book is a one-stop resource for navigating the numerous regulations that have been enacted in response to the financial crisis. You'll learn how best to defend your organization from SEC, CFTC, FINRA, and NFA Enforcement actions, how to prepare for SEC, FINRA, and NFA regulatory examinations, how to manage the increasing volume of whistleblower complaints, how to efficiently and effectively investigate these complaints, and more. Detailed discussion of the regulatory process explains how aggressive you should be in confronting federal agencies and self-regulatory organizations and describes how commenting on issues that affect your business area can be productive or not. The companion website includes a glossary of terms, regulations and government guidance, relevant case law, research databases, and FAQs about various topics, giving you a complete solution for keeping abreast of evolving compliance issues.

These days, compliance professionals are faced with a myriad of often overlapping regulatory challenges. Increased aggressiveness on the part of regulators has led to increased demand on financial firms, but this book provides clear insight into navigating the changes and building a more robust compliance function.

  • Strengthen internal compliance and governance programs

  • Manage whistleblower programs and conduct effective investigations

  • Understand how to minimize exposure and liability from Enforcement actions

  • Learn how to prepare for the different types of regulatory examinations

  • Minimize exposure from FCPA violations

  • Understand the pros and cons of commenting on regulations

  • The volume and pace of regulatory change is causing new and diverse pressures on compliance professionals. Navigate the choppy waters successfully with the insider guidance in Financial Regulation and Compliance.

    Table of Contents

    1. Foreword
    2. Preface
      1. NOTES
    3. Acknowledgments
    4. About the Author
    5. CHAPTER 1 Jurisdiction of Regulators – Who Regulates Whom and What
      1. 1.1 FEDERAL FINANCIAL REGULATORY STRUCTURE
      2. 1.2 THE SECURITIES AND EXCHANGE COMMISSION (SEC)
      3. 1.3 THE FINANCIAL INDUSTRY REGULATORY AUTHORITY (FINRA)
      4. 1.4 THE COMMODITY FUTURES TRADING COMMISSION (CFTC)
      5. 1.5 THE NATIONAL FUTURES ASSOCIATION (NFA)
      6. 1.6 THE DEPARTMENT OF JUSTICE (DOJ)
      7. 1.7 RECENT REGULATORY FAILURES TO UNCOVER FRAUD
      8. 1.8 EXPERT ADVICE ON OVERLAPPING REGULATIONS
      9. NOTES
    6. CHAPTER 2 How to Strengthen Governance and Compliance in Light of New Regulations
      1. 2.1 DODD-FRANK ACT'S IMPACT ON GOVERNANCE AND COMPLIANCE
      2. 2.2 MANAGING EXECUTIVE COMPENSATION
      3. 2.3 CREATING EFFECTIVE POLICIES AND PROCEDURES
      4. 2.4 ENSURING ACCOUNTABILITY WITHIN AN ORGANIZATION
      5. 2.5 RED FLAGS OF AN UNETHICAL CULTURE
      6. 2.6 ETHICAL DECISION-MAKING
      7. NOTES
    7. CHAPTER 3 How to Manage Whistleblowers' Complaints
      1. 3.1 OVERSIGHT AND FAILURES OF THE SEC'S WHISTLEBLOWER PROGRAM
      2. 3.2 THE DODD-FRANK ACT'S RESTRUCTURING OF THE SEC'S WHISTLEBLOWER PROGRAM
      3. 3.3 WHISTLEBLOWER COMPLAINTS TO THE SEC SINCE THE RESTRUCTURING OF ITS PROGRAM
      4. 3.4 THE CFTC'S NEW WHISTLEBLOWER PROGRAM
      5. 3.5 SIGNIFICANT U.S. SUPREME COURT DECISION ON WHISTLEBLOWER COMPLAINTS
      6. 3.6 MANAGING COMPLAINTS BROUGHT TO INTERNAL COMPLIANCE OFFICIALS
      7. 3.7 PUTTING APPROPRIATE WHISTLEBLOWER POLICIES AND PROCEDURES IN PLACE
      8. 3.8 EFFECT OF THE SEC AND CFTC'S NEW WHISTLEBLOWER PROGRAMS
      9. NOTES
    8. CHAPTER 4 How to Defend SEC Examinations
      1. 4.1 SEC AUTHORITY TO CONDUCT EXAMINATIONS
      2. 4.2 SEC'S OFFICE OF COMPLIANCE INSPECTIONS AND EXAMINATIONS (OCIE)
      3. 4.3 TYPES OF SEC OCIE EXAMS
      4. 4.4 PREPARATION FOR THE EXAMS
      5. 4.5 PROCESS OF EXAMINATIONS
      6. 4.6 HOW THE SEC EXAM CONCLUDES
      7. 4.7 SEC OCIE EXAMINATION TRENDS
      8. 4.8 NOT UNDERESTIMATING THE SEC EXAMINERS
      9. NOTES
    9. CHAPTER 5 How to Defend FINRA Examinations
      1. 5.1 FINRA QUALIFICATION STANDARDS AND RULES AND REGULATIONS
      2. 5.2 FINRA'S RISK-BASED APPROACH
      3. 5.3 FINRA'S REGULATORY AND EXAMINATION PRIORITIES
      4. 5.4 DIFFERENCES BETWEEN FINRA AND SEC EXAMS
      5. 5.5 TYPES OF FINRA EXAMS
      6. 5.6 CONDUCT OF FINRA EXAMS
      7. 5.7 HOW THE FINRA EXAM CONCLUDES
      8. 5.8 EDUCATING THE FINRA EXAMINERS
      9. NOTES
    10. CHAPTER 6 How to Defend an NFA Examination
      1. 6.1 TYPES OF ENTITIES UNDER THE JURISDICTION OF THE NFA
      2. 6.2 IMPACT OF THE DODD-FRANK ACT
      3. 6.3 NFA EXAMINATION PROCESS
      4. 6.4 PREPARING FOR AN NFA EXAM
      5. 6.5 LENGTH AND CONDUCT OF THE NFA EXAM
      6. 6.6 HOW THE NFA EXAM CONCLUDES
      7. 6.7 CFTC EXAMINATIONS
      8. 6.8 FOCUSING ON STRICT COMPLIANCE WITH THE REGULATIONS
      9. NOTES
    11. CHAPTER 7 How to Defend SEC Enforcement Actions
      1. 7.1 SEC'S LAW ENFORCEMENT FUNCTION
      2. 7.2 HOW SEC ENFORCEMENT ACTIONS ARE TRIGGERED
      3. 7.3 COMMENCEMENT OF AN SEC ENFORCEMENT ACTION
      4. 7.4 CONVERTING THE INQUIRY TO A FORMAL INVESTIGATION
      5. 7.5 DISCOVERY CONDUCTED BY THE SEC
      6. 7.6 THE SEC ENFORCEMENT'S “WELLS” PROCESS
      7. 7.7 USE OF EXPERTS IN SEC ENFORCEMENT PROCEEDINGS
      8. 7.8 SETTLEMENT DISCUSSIONS
      9. 7.9 TRENDS IN SEC ENFORCEMENT
      10. 7.10 MINIMIZING EXPOSURE IN AN SEC ENFORCEMENT CASE
      11. NOTES
    12. CHAPTER 8 How to Defend FINRA Enforcement Actions
      1. 8.1 FINRA DISCIPLINARY ACTIONS
      2. 8.2 FINRA ENFORCEMENT PROCESS
      3. 8.3 FINRA'S FORMAL PROCEEDING
      4. 8.4 CHALLENGES OF FINRA ENFORCEMENT PROCESS
      5. 8.5 CONDUCT OF THE FINRA HEARING
      6. 8.6 SETTLEMENT POSSIBILITIES
      7. 8.7 DISCIPLINARY SANCTIONS AVAILABLE TO FINRA
      8. 8.8 RIGHT TO APPEAL DECISION OF HEARING PANEL
      9. 8.9 RECENT TRENDS IN FINRA ENFORCEMENT
      10. 8.10 MOUNTING AN AGGRESSIVE DEFENSE
      11. NOTES
    13. CHAPTER 9 How to Defend CFTC Enforcement Actions
      1. 9.1 INCREASED AGGRESSIVENESS ON THE PART OF CFTC ENFORCEMENT
      2. 9.2 TYPES OF ENFORCEMENT ACTIONS BROUGHT BY THE CFTC
      3. 9.3 TRIGGERS FOR CFTC ENFORCEMENT ACTIONS
      4. 9.4 CFTC ENFORCEMENT PROCESS
      5. 9.5 DIFFERENCES BETWEEN CFTC AND SEC ENFORCEMENT PROCEEDINGS
      6. 9.6 THE CFTC “WELLS” PROCESS
      7. 9.7 CFTC ENFORCEMENT'S USE OF EXPERTS
      8. 9.8 SETTLEMENT DISCUSSIONS
      9. 9.9 CFTC ENFORCEMENT'S USE OF ADMINISTRATIVE PROCEEDINGS
      10. 9.10 TRENDS IN CFTC ENFORCEMENT
      11. 9.11 FLAWED ASSUMPTIONS ABOUT CFTC ENFORCEMENT PROCESS
      12. 9.12 STRATEGIES FOR CFTC ENFORCEMENT CASES
      13. NOTES
    14. CHAPTER 10 How to Defend NFA Enforcement Actions
      1. 10.1 NFA DISCIPLINARY ACTIONS
      2. 10.2 HOW COMPLAINTS ARE TRIGGERED
      3. 10.3 INVESTIGATIVE PROCESS
      4. 10.4 SETTLEMENT
      5. 10.5 THE HEARING PANEL AND HEARING COMMITTEE
      6. 10.6 CONDUCT OF THE HEARING
      7. 10.7 WRITTEN DECISION AFTER THE HEARING
      8. 10.8 APPEAL OF AN ADVERSE DECISION
      9. 10.9 THE MRA PROCEDURE
      10. 10.10 TYPES OF PENALTIES ASSESSED BY THE NFA
      11. 10.11 NUMBER AND TYPES OF DISCIPLINARY ACTIONS
      12. 10.12 TRENDS IN NFA ENFORCEMENT
      13. 10.13 PREPARING A DEFENSE
      14. NOTES
    15. CHAPTER 11 How to Participate in the Regulatory Comment Process
      1. 11.1 DODD-FRANK RULEMAKING
      2. 11.2 SEC RULEMAKING PROCESS
      3. 11.3 CANDIDATES FOR COMMENTS
      4. 11.4 ROLE OF TRADE ASSOCIATION IN COMMENT PROCESS
      5. 11.5 CONTENT OF THE COMMENT LETTER
      6. 11.6 APPROACHES TO AN EFFECTIVE COMMENT LETTER
      7. 11.7 SIGNIFICANCE OF THE ECONOMIC IMPACT OF PROPOSED REGULATIONS
      8. 11.8 REQUESTING MEETINGS WITH AGENCY OFFICIALS
      9. 11.9 SUBMITTING COMMENTS AFTER THE DEADLINE
      10. 11.10 LEARNING ABOUT RULEMAKINGS
      11. 11.11 ASSISTANCE FROM OUTSIDE COUNSEL
      12. NOTES
    16. CHAPTER 12 How to Defend FCPA Claims
      1. 12.1 FCPA PROVISIONS
      2. 12.2 FCPA ENFORCEMENT AUTHORITY
      3. 12.3 VIOLATIONS OF THE FCPA
      4. 12.4 PENALTIES FOR VIOLATING THE FCPA
      5. 12.5 FCPA EXEMPTIONS
      6. 12.6 DOJ/SEC GUIDANCE
      7. 12.7 THE U.K. BRIBERY ACT
      8. 12.8 DEVISING EFFECTIVE COMPLIANCE PROGRAMS
      9. 12.9 TRAINING ON COMPLIANCE STANDARDS
      10. 12.10 ACHIEVING A CULTURE OF COMPLIANCE
      11. 12.11 RISK-BASED DUE DILIGENCE AND MONITORING
      12. 12.12 CONDUCTING FCPA COMPLIANCE ASSESSMENTS
      13. 12.13 IMPORTANCE OF RISK ASSESSMENT
      14. 12.14 MANAGEMENT OF THIRD PARTIES
      15. 12.15 CONDUCTING DUE DILIGENCE ON ACQUISITION TARGETS
      16. 12.16 THE TRIGGERS FOR AN FCPA ENFORCEMENT ACTION
      17. 12.17 SELF-DISCLOSING VIOLATIONS
      18. 12.18 REDUCING EXPOSURE
      19. NOTES
    17. CHAPTER 13 How to Conduct Internal Investigations
      1. 13.1 LIMITING EXPOSURE THROUGH EFFECTIVE INTERNAL INVESTIGATIONS
      2. 13.2 LESSONS LEARNED FROM HIGH-PROFILE INVESTIGATIONS
      3. 13.3 COMMENCING THE INTERNAL INVESTIGATION
      4. 13.4 RETAINING AN OUTSIDE INVESTIGATOR
      5. 13.5 INITIAL STEPS OF INVESTIGATION PROCESS
      6. 13.6 METHODS OF OBTAINING INFORMATION
      7. 13.7 COLLECTING DOCUMENTS
      8. 13.8 STRATEGIES FOR CONDUCTING INTERVIEWS
      9. 13.9 BRIEFING MANAGEMENT DURING AN INVESTIGATION
      10. 13.10 DRAFTING THE INVESTIGATIVE REPORT
      11. 13.11 INCORPORATING RECOMMENDATIONS FOR IMPROVEMENT
      12. 13.12 PROTECTING FILES ASSOCIATED WITH INTERNAL INVESTIGATION
      13. 13.13 RETAINING THE INVESTIGATIVE REPORT
      14. NOTES
    18. CHAPTER 14 Conclusion
      1. 14.1 OVERLAPPING JURISDICTIONS AFTER THE DODD-FRANK ACT
      2. 14.2 REGULATORY FAILURES POST-FINANCIAL CRISIS
      3. 14.3 IMPROVING OF COORDINATION BETWEEN REGULATORY AGENCIES
      4. 14.4 UNDERSTANDING THE REGULATORY CLIMATE
      5. NOTES
    19. About the Website
    20. Index
    21. EULA