Tekapult TM
FEDERAL LAW DESK REFERENCE FOR CORPORATE COMPLIANCE
Federal Regulations and Agency Guidance Organized by Risk-Specific tPrimers TM
Code of Business – Legal Conduct and Decision-Making Control
U.S. Regulations Compliance Program
Based on "Code of Business-Legal Conduct"
Each company needs to develop its own federal regulations compliance program to predict and prevent a corporate and transactional misconduct and minimize harsh legal penalties for not complying with U.S. federal regulations. The program involves the staff’s business-legal education of Code of Business-Legal Conduct consisting of Tekapult’s tPrimers derivative digests of federal laws and U.S. government agencies’ publications. An independent in-house council of multidiscipline attorneys as described in one of tPrimers opines on corporate critical decisions and oversees this program. The program is needed for settling or defending claims and charges, violation-caused damage and crisis control and due diligence investigations. One of the program’s benefits is that secondary sanctions’ imposition on companies’ executives, board members and subsidiaries for having acted or purported to act directly or indirectly for or on behalf of or aiding the evasion of U.S. sanctions against blocked entities, and their “derivatives”owned 50% or more by the sanctioned entities, could be avoided.
Corporate Mail and Wire Fraud
This tPrimer delineates and summarizes the mail and wire fraud statutes which govern the use of interstate communications, including email, text messages, faxes, TV, radio, phone calls, internet games, chat rooms, social media, and other wire transmissions. These statutes are integrated into as an element of and used in conjunction with other criminal and civil offenses, like Medicare, bank, securities, health care, money laundering and other types of fraud perpetration. Enron’s financial machinations and VW/Audi's emission test (“Defeat Device”) fraud cases exemplify the types of wrongful corporate misconduct which caused penalties pursuant to these statutes.
FCPA – Enforcement of Anti-Corruption/Anti-Bribery Laws
Bribery of either foreign or domestic government officials exposes individuals, a company’s Board of Directors, executives, employees, and independent contractors to a high risk of potential criminal and civil liability. Penalties for bribery include millions of dollars in fines and prison sentences for company principal executives. Each company should have an FCPA compliance plan, implement enforcementmeasures, and train its staff to prevent violations of federal laws as per the wrongful conduct examples, their outcome and possible defenses as outlined in the pertinent tPrimer.
Independent In-House Legal Councils
An Independent In-House Legal Council (“LC”) is one of legal crisis prevention and management tools to be used for dealing with voluminous common-to-all and industry-specific laws and federal regulations. The LC’s objective is to minimize the organization’s exposure to class action and other lawsuits, and criminal convictions of corporate executives. LC reports to the CEO or head of state agency, oversees, coordinates and incorporates work-products of in-house and outside counsel to influence correction of and advise against the corporate wrongful conduct, monitor legal reporting and disclosures required for publicly traded companies, assess and revise legal risk, initiate investigations of regulation compliance practices and give authoritative opinions on corporate strategic and transactional decisions.
Intellectual Property Protection and Monetization
Avenues. Regulatory Compliance and Commercialization
of Company's Intangible Capital.
Monetization of corporate non-performing intangible assets - intellectual or industrial property- generates income by: licensing, sales, and infringement lawsuit damage recovery; increases business sale profits; enhances value of the core business for mergers and acquisitions, insolvency and liquidation proceedings, insurance coverage and risk management: facilitates compliance with the federal Sarbanes Oxley Act’s financial disclosure; allows their use as a collateral for obtaining growth capital (e.g., by loans) and serves as a basis for development and exchange of new technologies.
U.S. Patents - Invention Protection and Monetization
Patents protect inventions of structures, and methods of production in mechanical, chemical, electrical, electronics, and life sciences arts and cover all industries ranging from household items, microchips, biotechnology to space, food, cosmetics, medicine, vehicles and any equipment. All patents are published and used to protect for 20 years (legal monopoly for utility patents) and 14 years for design and plant patents. Patents protect the underlying inventions from copying by competitors, preclude entry of counterfeit products into the United States by the U.S. Customs and Border Protection federal agency, allow the patent owners to obtain loans against patents having a value separate from the core business value, sell or license patents, increase revenue by license royalties, magnify the core business value, and even crush the owner-company competitors by court ordered injunctions.
Monetization of Intellectual Property by Exploiting Copyrights
Copyright protects only the form of expression but not the underlying ideas, principles, or facts, which therefore can be appropriated by anyone. An original work of authorship, fixed in a tangible medium of expression for communication to others, either directly or through a device, can be copyrighted. For instance, facts contained in a copyrighted book can be used without any obligation to the author, but copying the sentences in the book is illegal. Trademark, title, slogan, trade name, mere listing of ingredients, and other short phrases or expressions cannot be copyrighted regardless of their distinct arrangement. Titles of literary works, for books, records, or movies, are not copyrightable, but the title of a series (not a single work) of literary works may be registered as a trademark. One can copyright posters, pictures, TV commercials, manuals and parts catalogs arrangement, books, movies, pictures, paintings, musical works, toys, choreographic performances, translated text, and computer program “menu” screens.
Commerical Secret Protection By U.S. Trade Secrets' Laws
Trade secrets may be defined as any formula, device or information used in a trade or business, like customers list, product specifications, marketing plans, bookkeeping or other office management methods, a code for determining discounts, rebates or other price concessions, barbecue sauce recipe, product manufacturing data, chemical formula for a soft drink or perfume, personnel evaluation, economic research, or marketing plan which give the owner an advantage over competitors. Trade secrets may continue in perpetuity unlike patents. Novelty and invention are not requisites of a trade secret, but secrecy and absence of general knowledge in trade or business, or public knowledge of the item, are. Different royalty rates may be allocated for licensed trade secrets and patents for generation of a supplemental stream of income.
Trademarks and Trade Names - Monetization
and Business Protection
Trademarks, service marks, and trade names are valuable business assets, which can be licensed or conveyed together with the good will, or “going concern value”, of the business. A trademark is defined as “any word, name, symbol or device or any combination thereof adopted and used by a manufacturer or merchant to identify his goods and distinguish them from those manufactured or sold by others”. Trademarks identify the source of goods and service marks identify the source of services. Both trademarks and service marks indicate a sole source, which can be anonymous, and represent uniform quality of such goods or services. Trademarks may be worth billions of dollars.
Parameters of U.S. Robocalls and Telemarketing Regulations
Under regulations covering telemarketing calls, auto-dialed calls, prerecorded calls, text messages, and unsolicited faxes, it is lawful to make a call for emergency purposes or with the called party’s prior express consent. But it is unlawful to make any call using any Automatic Telephone Dialing System to any telephone number assigned to a residential or cellular telephone service without the recipient's prior express consent using an artificial or prerecorded voice, including AI-generated or “cloned” voices, without the recipient’s prior express consent. Businesses must legally obtain permission to send a text message to a mobile device. Obtaining an individual’s phone number is not the same as receiving permission to contact them. Callers and texters must honor revocation of consent through anyreasonable means (e.g., replying “STOP” to a text, voicemail, or email) and to process such requests within 10 business days.
FARA – Foreign Agents' Registration Compliance and Enforcement
The Foreign Agents Registration Act (“FARA”) requires individuals acting on behalf of foreign principals to disclose the source of their information, aimed at preventing covert propaganda, as well as their identity when attempting to influence U.S. public opinion, policy, or legislation. Consultants, attorneys, public officials, charitable organizations, marketing and public relations firms, trade promotion groups, U.S. subsidiaries of foreign commercial enterprises, and businesspersons engaged in promoting or lobbying on behalf of foreign principals to influence U.S. public opinion, policy, or legislation may be subject to civil and criminal penalties for violating U.S. foreign agent registration laws.
Contracts' Formation and Breach, & 50+ Lawful "Exits"
Contracts are formed formally and informally, verbally and in writing, socially (meeting arrangements, marriage proposals, etc.) and in business environment. There are employment, manufacturing, joint venture, insurance policies, claim releases, warranties, loans, partnership, buy/sell, license, repair, lease and other types of contracts. Contracts are formed upon acceptance of the serious offer containing the material terms including parties’ identification, definition of terms, consideration, parties’ responsibilities, quantity, delivery schedule/ destination, shipment methods, payment, etc. Contract breach occurs if one or more terms of a contract is not completed without a valid legal excuse. This tPrimer delineates 50+ contract breach defenses if one of the parties needs to exit the contract.
Securities Fraud - "Insider Trading"
An insider’s use of nonpublic information to trade securities constitutes a fraudulent violation of their fiduciary duty to the issuing company, when a security is bought or sold in breach relationship of confidence while in possession of nonpublic information. Potential violators may include financial professionals, managers, corporate insiders, attorneys, and others who gained access to nonpublic or confidential corporate information. Liability may also be imputed to tip-receiving “friends.” The definition of "insiders" include company’s officers, directors, individuals who control at least 10% of a company’s equity securities, and professionals who come into contact with the company’s nonpublic information.