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CCCA62_014,016.qxd:CCCA_V1No2_Dept-CrossBdr-V1.qxd 09/14/2007 02:22 PM Page 16 Cross Border civil penalties — up to $1 million or treble the date when this occurred. The team insider trading policies and procedures. the profits from the violation, whichever is should be expressly briefed on securities When the SEC commences an investiga- greater.Despite its absence from this spring’s law requirements. tion, it views the company as a prime cases, this provision should not be ignored. Documents accessible on a network source of information and documents to These recent enforcement actions high- should be password-protected or restricted make its case.Even if the company has done light the need for corporate counsel to to specific members of the team. Diligently everything right, these investigations can be revisit not only insider trading policies, but require the use of code names.Best practices enormously expensive. also corporate training programs and actual would include frequent reminders, even at internal compliance with company policies the Board level,that there can be no tipping Marilyn Mooney is the and procedures. Policies should address the or trading. It is also useful to keep a record partner-in-charge of the handling of material non-public informa- of these reminders,including in Board min- corporate and securities tion for both the company and third parties utes. Appropriate security measures should practice in theWashington, that may be the target of an acquisition. be adopted when circulating Board materi- D.C.office of Fulbright & When setting the members of an acqui- als to outside directors. Jaworski LLP, a law firm sition team, consider including the smallest Given these recent enforcement success- with more than 1,000 lawyers and 16 offices possible number of participants. Maintain a es by the SEC and the continued high lev- worldwide. Marilyn is known for running com- list of those within the company who were els of M&A activity, corporate counsel plex worldwide acquisitions, typically for major brought into the circle of participants and would be wise to renew their focus on multinational companies. 16 CCCA Canadian Corporate Counsel Association FALL 2007