This document discusses recommendations for corporate registries to help combat beneficial ownership opacity. It analyzes data from 40 countries on what information registries collect, how they verify it, and accessibility. Key findings are that most registries are passive and do not verify beneficial ownership. The document recommends that registries maintain basic entity information, transition to more active roles in anti-money laundering, invest in technology, and allow universal searches. Collecting and verifying beneficial ownership would require significant changes but could help investigators if
The Securities and Exchange Commission has been entrusted with a significant corporate compliance regulatory function, which has been expanded by seminal legislation in the recent past such as the Sarbanes-Oxley (“SOX”) and Dodd-Frank Acts. This webinar discusses board fiduciary duties and the tension between state corporate law standards and federal law. Board composition, independence, structure and processes (including best practices in regard to committees) are analyzed. Specifically, director independence is discussed as is audit committees and related requirements, regulations and exemptions. NASDAQ and the NYSE also have similar requirements for director independence and those are also discussed. The webinar also covers disclosure matters related to SOX compliance, including timing and content of an issuer's periodic disclosures. Both the legal requirements and best practices related to disclosure procedures and internal controls under SOX are examined. Means of controlling the costs of SOX, especially for smaller public companies, are also discussed, including trends in the industry related to high regulatory compliance costs. Finally, the applicability and best practices for privately held companies and SOX are considered.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/securities-law-compliance-2020/
The Securities and Exchange Commission has been entrusted with a significant corporate compliance regulatory function, which has been expanded by seminal legislation in the recent past such as the Sarbanes-Oxley (“SOX”) and Dodd-Frank Acts. This webinar discusses board fiduciary duties and the tension between state corporate law standards and federal law. Board composition, independence, structure and processes (including best practices in regard to committees) are analyzed. Specifically, director independence is discussed as is audit committees and related requirements, regulations and exemptions. NASDAQ and the NYSE also have similar requirements for director independence and those are also discussed. The webinar also covers disclosure matters related to SOX compliance, including timing and content of an issuer's periodic disclosures. Both the legal requirements and best practices related to disclosure procedures and internal controls under SOX are examined. Means of controlling the costs of SOX, especially for smaller public companies, are also discussed, including trends in the industry related to high regulatory compliance costs. Finally, the applicability and best practices for privately held companies and SOX are considered.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/securities-law-compliance-2020/
A Lubbock, Texas-based management consulting firm, Bergstein Enterprises draws on the varied knowledge of its staff to serve companies throughout Texas and eastern New Mexico in areas like operational management, human resources, finance, IT, and safety, among others. Ben Boston, CFO of Bergstein Enterprises, facilitates all fiscal reporting, utilizing experience that includes control testing in accordance with the Sarbanes-Oxley (SOX) Act.
Limited Liability Partnerships (LLP)- An OverviewChhavi Sharma
Limited Liability Partnerships (LLP) are becoming an upcoming trend of corporate structure with increased flexibility of partnerships & lesser compliance costs. The shared slide aims at providing a brief overview about the meaning & statutory requirements for incorporation, pros/cons and formation procedure for LLPs. Certain provisions of the Limited Liability Partnership Act, 2008 have been specified herein. Further, recent notification issued by RBI regarding acceptance of direct investment from the foreign investors in LLPs has also been focused upon.
Under the Companies Act, 2013 and its rules, numerous forms have to be filed by the company with the Registrar of Companies. We have prepared a note to help understand the requirement. Some of these forms are to be filed annually by the company and some of them are to be filed only once after the incorporation of the company, Some of the forms are filed when the event takes place, Failure to file these forms attracts heavy penalties.
It refers to the dynamic flow of information of public interest that allows stakeholders to make better decisions.The act of the institutions must be transparent: access to citizens, under public scrutiny.
This presentation by the Botswanan Delegation was made during Break-out session 2: Requests for Information – Limits and Effectiveness, of the discussion on “Investigative Powers in Practice” held at the 17th meeting of the OECD Global Forum on Competition on 29 November 2018. More documents and presentations on this topic can be found at oe.cd/invpw.
A Lubbock, Texas-based management consulting firm, Bergstein Enterprises draws on the varied knowledge of its staff to serve companies throughout Texas and eastern New Mexico in areas like operational management, human resources, finance, IT, and safety, among others. Ben Boston, CFO of Bergstein Enterprises, facilitates all fiscal reporting, utilizing experience that includes control testing in accordance with the Sarbanes-Oxley (SOX) Act.
Limited Liability Partnerships (LLP)- An OverviewChhavi Sharma
Limited Liability Partnerships (LLP) are becoming an upcoming trend of corporate structure with increased flexibility of partnerships & lesser compliance costs. The shared slide aims at providing a brief overview about the meaning & statutory requirements for incorporation, pros/cons and formation procedure for LLPs. Certain provisions of the Limited Liability Partnership Act, 2008 have been specified herein. Further, recent notification issued by RBI regarding acceptance of direct investment from the foreign investors in LLPs has also been focused upon.
Under the Companies Act, 2013 and its rules, numerous forms have to be filed by the company with the Registrar of Companies. We have prepared a note to help understand the requirement. Some of these forms are to be filed annually by the company and some of them are to be filed only once after the incorporation of the company, Some of the forms are filed when the event takes place, Failure to file these forms attracts heavy penalties.
It refers to the dynamic flow of information of public interest that allows stakeholders to make better decisions.The act of the institutions must be transparent: access to citizens, under public scrutiny.
This presentation by the Botswanan Delegation was made during Break-out session 2: Requests for Information – Limits and Effectiveness, of the discussion on “Investigative Powers in Practice” held at the 17th meeting of the OECD Global Forum on Competition on 29 November 2018. More documents and presentations on this topic can be found at oe.cd/invpw.
Learning Objectives
To gain an understanding of the need for research.
To explore the differences between domestic and international research.
To learn where to find and how to use sources of secondary information.
To gain insight into the gathering of primary data.
To examine the need for international management information systems.
The Most Wonderful Time of the Year for Health-IT...NOTCompliancy Group
The Compliancy Group offers FREE HIPAA education with industry experts from across the industry. This months webinar with Axis Technology focuses on Health IT and the challenges that come with it. Register for our upcoming webinars at www.compliancy-group.com/webinar
115 By Robert Smallwood with Randy Kahn,Esq. , and .docxdrennanmicah
115
By Robert Smallwood with Randy Kahn,
Esq. , and Barry Murphy
Information
Governance and Legal
Functions
C H A P T E R 8
Perhaps the key functional area that information governance (IG) impacts most islegal functions, since legal requirements are paramount. Failure to meet them can literally put an organization out of business or land executives in prison. Privacy,
security, records management, information technology (IT), and business manage-
ment functions are important—very important—but the most signifi cant aspect of all
of these functions relates to legality and regulatory compliance.
Key legal processes include electronic discovery (e-discovery) readiness and as-
sociated business processes, information and record retention policies, the legal hold
notifi cation (LHN) process, and legally defensible disposition practices.
Some newer technologies have become viable to assist organizations in imple-
menting their IG efforts, namely, predictive coding and g technology-assisted review
(TAR; also known as computer-assisted review ). In this chapter we explore the need ww
for leveraging IT in IG efforts aimed at defensible disposition, the intersection be-
tween IG processes and legal functions, policy implications, and some key enabling
technologies.
Introduction to e-Discovery: The Revised 2006 Federal Rules of
Civil Procedure Changed Everything
Since 1938, the Federal Rules of Civil Procedure (FRCP) “have governed the
discovery of evidence in lawsuits and other civil cases.” 1 In law, discovery is an early y
phase of civil litigation where plaintiffs and defendants investigate and exchange
evidence and testimony to better understand the facts of a case and to make early
determinations of the strength of arguments on either side. Each side must produce
evidence requested by the opposition or show the court why it is unreasonable to pro-
duce the information.
The FRCP apply to U.S. district courts, which are the trial courts of the fed-
eral court system. The district courts have jurisdiction (within limits set by Congress
and the Constitution) to hear nearly all categories of federal cases, including civil and
criminal matters. 2
116 INFORMATION GOVERNANCE
The FRCP were amended in 2006, and some of the revisions apply specifi cally to
the preservation and discovery of electronic records in the litigation process. 3 These
changes were a long time coming, refl ecting the lag between the state of technology
and the courts’ ability to catch up to the realities of electronically generated and stored
information.
After years of applying traditional paper-based discovery rules to e-discovery,
amendments to the FRCP were made to accommodate the modern practice of discov-
ery of electronically stored information (ESI). ESI is any information that is created
or stored in electronic f.
The Devastating Effects of Mismanaged Subsidiary Governance: How You Can Lear...Athennian
This webinar, hosted by Adrian Camara (Co-founder & CEO of Athennian) and Paul Sutton (Founder of LCN Legal), will dive into a causal analysis of corporate scandals and oversights that have led to severe financial and criminal penalties. Discover tangible ways to prevent the mismanagement of corporate data that befell companies like BlackRock & Holcim.
The CRF Innovation Awards celebrate the spirit of innovation and honours CRF jurisdictions which have successfully put in place world-class initiatives, as well as those which have creatively implemented customised solutions, to make a real difference to their stakeholders. There are two categories of awards: CRF Innovation Award (Excellence) and CRF Innovation Award (Commendation).
The CRF Innovation Awards celebrate the spirit of innovation and honours CRF jurisdictions which have successfully put in place world-class initiatives, as well as those which have creatively implemented customised solutions, to make a real difference to their stakeholders. There are two categories of awards: CRF Innovation Award (Excellence) and CRF Innovation Award (Commendation).
Slovenia - AJPES Digitisation a more transparent non possessory lien rights r...Corporate Registers Forum
The CRF Innovation Awards celebrate the spirit of innovation and honours CRF jurisdictions which have successfully put in place world-class initiatives, as well as those which have creatively implemented customised solutions, to make a real difference to their stakeholders. There are two categories of awards: CRF Innovation Award (Excellence) and CRF Innovation Award (Commendation).
The CRF Innovation Awards celebrate the spirit of innovation and honours CRF jurisdictions which have successfully put in place world-class initiatives, as well as those which have creatively implemented customised solutions, to make a real difference to their stakeholders. There are two categories of awards: CRF Innovation Award (Excellence) and CRF Innovation Award (Commendation).
The CRF Innovation Awards celebrate the spirit of innovation and honours CRF jurisdictions which have successfully put in place world-class initiatives, as well as those which have creatively implemented customised solutions, to make a real difference to their stakeholders. There are two categories of awards: CRF Innovation Award (Excellence) and CRF Innovation Award (Commendation).
The CRF Innovation Awards celebrate the spirit of innovation and honours CRF jurisdictions which have successfully put in place world-class initiatives, as well as those which have creatively implemented customised solutions, to make a real difference to their stakeholders. There are two categories of awards: CRF Innovation Award (Excellence) and CRF Innovation Award (Commendation).
A presentation on the role of data and users in the experience of the Labuan International Business Finance Centre. In particular the registry application.
Challenges in Modern Registry Management - US persceptive.
Misuse of Corporate Vehicles (Mr Richard Gordon , Financial Markets Integrity Department)
1. The Misuse of Corporate
Vehicles Project
The role of registries in finding the elusive
beneficial owner
Corporate Registers Forum 2011
10 May 2011
2. The issue: Beneficial Ownership
2
Who is the beneficial owner (BO)?
Natural person who ultimately owns or controls a corporate vehicle
(CV) or legal entity, e.g. company, foundation, trust
What’s the problem?
Obstacle to investigators: Establishing true ownership/ control of
proceeds of corruption moved through/ concealed by legal entities
The Misuse of Corporate Vehicles Project
How legal entities are used to conceal the interest of a corrupt official
in the proceeds of corruption
Database of 150 Grand Corruption Cases
Registry Project in 40 Jurisdictions
Identify solutions - role registries and service providers could play in
gathering information on beneficial owners
3. The Registry Project
3
Project
Assessing registries’ role in providing information on legal
entities and collecting beneficial ownership
To do this, answer 4 questions
- What information is collected?
- Is that information verified for accuracy?
- Is that information updated?
- Is that information accessible in a timely manner?
Method
40 countries: legislative assessment as database
Country report on findings sent to registries
Brief questionnaire on day-to-day practices and challenges
5. General Findings
5
Registries do not have AML objective
Starting point for law enforcement; cross checking tool for
banks- easiest to access
Most registries are passive in nature
Amount of information varies
Do not cover unincorporated entities such as trusts
Only Jersey requires the BO to be identified and recorded
by a government body
Almost all registries record relevant information on
entities, enhancing the utility of the registry in
possibly providing leads to the beneficial owner.
8. Is information verified for accuracy and
updated?
8
Capacity and resources
Beneficial ownership in the registry = significant change in
approach and funding to ensure accuracy, enforcement of
compliance, and correct identification of the beneficial owner
Financial constraints are already of major concern to most
9. The Jersey model: Conditions under which registry
can be an option for collecting beneficial ownership
9
Condition 1: The registry verifies information in some way
Condition 2: The registry enforces compliance with
registration and updating requirements when information
changes
Condition 3: The registry is knowledgeable on the concept
of beneficial ownership and how to identify BO in a
complex corporate structure; otherwise implement a
simplified definition of beneficial owner (focusing on
percentage shareholding or largest controlling interest)
10. 10
Is information accessible
in a timely manner?
•Preference for
using online
registry
databases
•Possible to have
search criteria for
each type of
information the
registry collects
11. Is information accessible in a
timely manner?
11
Access can and is being improved
improve efficiency in receiving and retrieving information
facilitate timely disclosure
allow for instantaneous incorporations
Critical to role of registry in AML efforts
Overall promotion of timelier access through
innovative features
UK: disqualified directors search
Hong Kong: directors index
Singapore: information sharing & financial reporting
12. Lessons from Findings
12
Providing information
Not beneficial ownership, but other useful leads
Balance between integrity and cost
Online registries with multiple search criteria critical to role in
AML efforts
Collecting beneficial ownership
Change in approach and funding
Would need to verify information in some way
Enforces compliance with updating requirements
Knowledgeable on the concept of beneficial ownership and
how to identify that person
14. Registry Recommendation 1:
Certain basic information should be maintained
14
Entity name • History of document filings
Incorporation / formation / • Required annual returns
registration date • PDF copies of filings and
Entity type documents associated with the
Entity status company (where feasible)
Address of the principal place
of business
Address of the registered office
and / or the name and address
of the registered agent
Information on directors or
managers and officers
15. Registry Recommendation 2:
Where feasible, encourage transition of registry from passive data
receptors to more active components of countries’ AML regimes
15
More resources
implementation of a robust on-going fact-checking
component
investigators would have access to higher quality data from
the outset, as they currently often have to rely on outdated
information
16. Registry Recommendation 3:
Technological investments should be made in registry systems
16
Registry as an AML tool is directly tied to the extent to
which is it planned and upgraded for that purpose
o computerized > paper-based
o online capable > closed network
Desirable from both a business-friendliness and an AML
perspective
17. Registry Recommendation 4:
The ability to search a registry is most useful for AML purposes
when certain universal inquiries are easily accomplished
17
by natural persons by first name or last name (which
results in their related addresses, files, company positions
(e.g. director), and details of those companies)
by company secretary, registered office and/or agent
by shareholders
by addresses
by business activity
by country of registration
by date of registration
by date of incorporation
18. Registry Recommendation 5:
Countries should assign unique identifiers to legal entities
incorporated within their jurisdiction
18
Collection of evidence within the jurisdiction from different
domestic agencies (e.g. tax, licensing, municipal
authorities)
Relevant to operational entities
May be further applicable to all CVs with presence in the
jurisdiction (including foreign corporate vehicles that may
only have an operational connection or be administered
from there)
19. Contact Information
19
Task Team Leader of The StAR Misuse of
Corporate Vehicles Project:
Emile van der Does de Willebois
Tel: +1.202.458.8679
Fax: +1.202.522.2433
Email: evanderdoes@worldbank.org