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Documenting a transaction which has already happened One possible scenario is that the relevant transaction has already happened, but just hasn’t been documented yet.For example, there may have been a transfer of trade from one group company to another on a particular date.For example, a reduction of share capital using the UK solvency statement procedure only takes effect in law when it is actually registered with Companies House.
There are some cases where this approach is not possible.
You will also need to consider two other things from a legal perspective.
Firstly, additional formalities may be needed to complete the legal transfer of assets or granting of rights.
Even though the transaction may have already happened in substance, it’s important to find out what the other legal consequences may be, so that steps can be taken to mitigate the risks.
These two general areas mean that some legal due diligence should be carried out to identify and address areas for corrective action.
In addition, any inadequate internal controls that led to the inaccurate reporting would constitute a separate violation. Intent Requirement For Securities Fraud Under the securities acts, a defendant must act 'willfully' or 'willfully and knowingly.' See 15 U. This intent requirement is important in options backdating cases to determine whether executives may face criminal, rather than merely civil, penalties.