Titan report sends proxy statement alert

Author: | Published: 1 Jul 2005

On March 1 2005, the US Securities and Exchange Commission (SEC) issued a judgment settling an enforcement action against The Titan Corporation. The judgment related to an SEC allegation that Titan violated the US Foreign Corrupt Practices Act of 1977 (FCPA) by making payments to its agent in Benin that were funneled towards the election campaign of Benin's incumbent president.

At the same time, the SEC issued a report of investigation pursuant to Section 21(a) of the Securities Exchange Act of 1934 and a Commission statement on potential liability under Sections 10(b) and 14(a) of the Securities Exchange Act. Section 10(b) relates to fraud in connection with the purchase or sale of securities and Section 14(a) prohibits solicitation of proxies in violation of SEC rules, including a rule prohibiting misleading statements in proxy statements. In doing so, the SEC raised the possibility that disclosure of an untrue contractual representation...