Miller, Canfield, Paddock and Stone has put together a team of attorneys to help public and private companies do just that, with the launch of the Miller Canfield Corporate Crime Group earlier this month.
The Sarbanes-Oxley Act, signed into law July 30, represents the most far-reaching federal regulation of accounting firms and public companies since the 1930s.
New rules restrict loans to executives, require CEOs and CFOs to certify corporate financial statements, limit non-audit services by auditors, require advance notice of blackout periods for 401(k) and other defined contribution plans, and prohibit insider trading during blackout periods.
Among its criminal provisions, the act: creates the new crime of using “scheme or artifice” to defraud shareholders and potential investors; creates the new crime of falsifying or covering up documents relevant to a federal investigation; and lengthens prison terms for other securities law violations.
Miller Canfield’s Corporate Crime Group offers companies assistance in setting up or restructuring their compliance programs, provides advice and counsel to companies whose organization, officers or employees are under investigation for criminal activity, and defends organizations and their corporate officers charged with such activity in either federal or state courts.
Michael Gordner, a senior counsel, said the firm has been working on establishing the group since May.
The Corporate Crime Group was born out of all the renewed prosecutorial interest in corporations following Enron’s collapse and new legislation regarding corporate executive accountability that resulted, he said.
“We tried to move as quickly as we could when we saw the need to really put a team together to devote its time to this area,” he said.
Being a large firm, Miller Canfield has clients that raise inquiries in all different areas of law, he said.
“We found that by concentrating our efforts with one group there could be a focal area for corporations or executives with questions to have all the questions be directed to one area in Miller Canfield.”
The firm has many specialty areas that regularly deal with all aspects of corporations, securities, and exchange and business problems, he added.
Gordner, one of three attorneys assigned to the group, has been practicing criminal defense since 1973 and is licensed to practice in both Michigan and Ontario.
Gordner practices in the firm’s Litigation and Dispute Resolution Group and Canadian Law Practice Group. He is certified by the Law Society of Upper Canada as a specialist in criminal litigation.
Leading the group is Saul Green, former U.S. Attorney for the Eastern District of Michigan and Miller Canfield senior counsel.
Green is former chief counsel of the U.S. Department of Housing and Urban Development’s Detroit Field Office and former research attorney for the Michigan Court of Appeals.
The team also includes Kristina Maritczak, a former Oakland County assistant prosecuting attorney. Maritczak has extensive trial experience and served as a consultant to the Ukrainian government on the democratization of its criminal justice system.
“Our backgrounds were such that we felt that this group would best be able to represent and defend our clients,” Gordner said.
Corporate Crime Group attorneys will work in conjunction with the other members of the firm, such as attorneys with the securities and exchange group, the environmental protection group, the occupational, health and safety group and the business groups, Gordner said.
“We’re working with the groups already in place because they have all the substantive and underlying expertise to help serve and defend any client.”
Gordner, Green and Maritczak might work in unison or individually on a case, depending on the case, he said.
“In some cases one person may work on the case with just the environmental group and other situations may require more than one of us involved,” Gordner explained.
“There are other people in the firm we can call in as the case demands. We have some cases that require 10 or 20 lawyers involved in the case.”
Gordner said Miller Canfield is preparing brochures and talking with clients to get the message out that the firm can help them set up or review compliance programs, educate their employees in the prevention of criminal activity, and advise clients on what they can do if they find an employee has acted dishonestly.
“If we can help a corporation avoid any criminal activity in its operation and avoid going to trial, then we’ve helped the corporation,” Gordner said.
“An ounce of prevention is worth a pound of cure, so we’re trying to get to the corporations to help them remain law abiding corporate citizens.”