Compliance into the Weeds

The award-winning Compliance into the Weeds is the only weekly podcast that takes a deep dive into a compliance-related topic, literally going into the weeds to explore it more fully. Looking for some hard-hitting insights on compliance? Look no further than Compliance into the Weeds! In this episode of Compliance into the Weeds, Tom Fox and Matt Kelly discuss SEC Chair Paul Atkins’ proposals to overhaul filer categories and sharply reduce corporate reporting and governance obligations, including SOX 404B internal control testing and Dodd-Frank say-on-pay votes, alongside a companion proposal to allow semi-annual instead of quarterly reporting.

Matt explains the shift to only two categories, raising the large accelerated filer threshold to $2B market cap, eliminating smaller reporting company status, and leaving roughly 80% of public companies as non-accelerated filers with reduced disclosures (e.g., two years of audited financials). They note a five-year IPO grace period, dubbed the “Elon exemption”, that could cover large new issuers such as SpaceX, OpenAI, and Anthropic. They warn of weakened investor protection, reduced enforcement, and significant impacts on compliance and culture. The episode closes with reflections on Barney Frank’s intellect, style, and Dodd-Frank legacy.

Key highlights:

Atkins Rollback Overview

New Filer Categories and Elon Exemption

Investor Protection Fallout

Compliance Culture Impacts

Remembering Barney Frank

Resources:

Matt on Radical Compliance

Tom in Compliance Week

Tom

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A multi-award-winning podcast, Compliance into the Weeds was most recently honored as one of the Top 25 Regulatory Compliance Podcasts, a Top 10 Business Law Podcast, and a Top 12 Risk Management Podcast. Compliance into the Weeds has been conferred a Davey, a Communicator Award, and a W3 Award, all for podcast excellence.
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The award-winning Compliance into the Weeds is the only weekly podcast that takes a deep dive into a compliance-related topic, literally going into the weeds to explore it more fully. Looking for some hard-hitting insights on compliance? Look no further than Compliance into the Weeds! In this episode of Compliance into the Weeds, Tom Fox and Matt Kelly discuss how internal dysfunction at the U.S. Department of Justice is creating uncertainty for corporate compliance teams and corporations more generally.

Focusing on a reported turf battle between the long-standing Fraud Section in the Criminal Division, established in 1955 and central to FCPA enforcement and compliance guidance, and a newly created national Fraud Division, which was initially framed as targeting government benefits fraud. They argue that the reorganization could drain expertise, reduce future DOJ guidance, and distort enforcement into politically selective actions, citing IBM’s $17 million settlement, an EEOC case involving The New York Times and Smartmatic, and Smartmatic’s experience. They also highlight DOJ staffing losses with a net 20% fewer lawyers, loss of experienced attorneys, reliance on inexperienced hires and bonuses, and warn that the volatility may chill voluntary self-disclosure despite DOJ messaging encouraging it.

Key highlights:

DOJ Train Wreck Overview

Fraud Section vs Fraud Division

Political Enforcement Reality

Self-Disclosure Gets Riskier

What Companies Should Do Now

Resources:

Matt on Radical Compliance

Tom

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A multi-award-winning podcast, Compliance into the Weeds was most recently honored as one of the Top 25 Regulatory Compliance Podcasts, a Top 10 Business Law Podcast, and a Top 12 Risk Management Podcast. Compliance into the Weeds has been conferred a Davey, a Communicator Award, and a W3 Award, all for podcast excellence.
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The award-winning Compliance into the Weeds is the only weekly podcast that takes a deep dive into a compliance-related topic, literally going into the weeds to explore the subject more fully. Looking for some hard-hitting insights on compliance? Look no further than Compliance into the Weeds! In this episode of Compliance into the Weeds, Tom Fox and Matt Kelly discuss the recent departure of the President of the Ohio State University.

Matt and Tom raise a compliance-focused question: how should an employee respond after receiving a request that may implicate an improper relationship between a company president and his girlfriend? They highlight whether an employee should question or report a potentially inappropriate relationship based solely on the request or whether doing so would go too far without more substantive evidence. Their discussion emphasizes that addressing such concerns can be a delicate conversation for employees to navigate.

Resources:

Matt on Radical Compliance

Tom

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A multi-award-winning podcast, Compliance into the Weeds was most recently honored as one of the Top 25 Regulatory Compliance Podcasts, a Top 10 Business Law Podcast, and a Top 12 Risk Management Podcast. Compliance into the Weeds has been conferred a Davey, a Communicator Award, and a W3 Award, all for podcast excellence.
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The award-winning Compliance into the Weeds is the only weekly podcast that takes a deep dive into a compliance-related topic, literally going into the weeds to explore the subject more fully. Looking for some hard-hitting insights on compliance? Look no further than Compliance into the Weeds! In this episode of Compliance into the Weeds, Tom Fox and Matt Kelly discuss a recent Law360 post by Hui Chen on the evolving calculus for self-disclosure.

Hui Chen’s insights into the Department of Justice’s (DOJ) evolving self-disclosure strategies are crucial for companies navigating the complexities of compliance in today’s uncertain regulatory environment. As a former DOJ compliance counsel and a Microsoft compliance officer, Chen emphasizes the challenges posed by a politicized, understaffed DOJ, urging companies to reassess their compliance programs amid shifting enforcement dynamics. Tom and Matt echo Chen’s concerns regarding the DOJ’s current state. Tom, acknowledging Chen’s expertise, highlights the impact of the department’s politicization and understaffing on the effectiveness of compliance efforts, while Matt underscores the importance of proactive self-disclosure despite uncertainties, stressing the potential risks of inaction under the current administration. Both agree that the fractured nature of the DOJ requires a reevaluation of traditional compliance and self-disclosure strategies.

Key highlights:

Navigating DOJ Self-Disclosure Strategies with Wei Chen

Justice Department’s Impact on Corporate Prosecutions

Mitigating Criminal Violations through Self-Disclosure

Benefits of Self-Disclosure in Corporate Enforcement

Resources:

Hui Chen on Law360 (sub req’d)

Tom

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A multi-award-winning podcast, Compliance into the Weeds was most recently honored as one of the Top 25 Regulatory Compliance Podcasts, a Top 10 Business Law Podcast, and a Top 12 Risk Management Podcast. Compliance into the Weeds has been conferred a Davey, a Communicator Award, and a W3 Award, all for podcast excellence.
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The award-winning Compliance into the Weeds is the only weekly podcast that takes a deep dive into a compliance-related topic, literally going into the weeds to explore it more fully, and looking for some hard-hitting insights on compliance. Look no further than Compliance into the Weeds! In this episode of Compliance into the Weeds, Tom Fox and Matt Kelly discuss new Federal Reserve, FDIC, and OCC model risk management guidance issued late Friday, arguing it replaces detailed, bright-line expectations with thin, principles-based language.

They contrast the prior OCC guidance (109 pages) with the new 12-page document, saying it describes model risk governance abstractly but offers little direction on what banks should do, leaving decisions about materiality and oversight to management. They highlight practical consequences for bank compliance and internal audit, including reduced leverage to insist on prudent governance, potential weakening of AML model oversight under the strict-liability Bank Secrecy Act, and the risk of more arbitrary enforcement amid reduced regulatory staffing. They also note that the guidance excludes AI models, with future AI guidance promised only through a later comment process.

Key highlights:

From 109 pages to 12

Principles vs specifics debate

Internal audit sidelined

Regulators and capacity cuts

AI models left out 

Resources:

Matt on Radical Compliance

 Tom

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A multi-award-winning podcast, Compliance into the Weeds was most recently honored as one of the Top 25 Regulatory Compliance Podcasts, a Top 10 Business Law Podcast, and a Top 12 Risk Management Podcast. Compliance into the Weeds has been conferred a Davey, a Communicator Award, and a W3 Award, all for podcast excellence.
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