A. W. "Chip" Phinney III

A. W. "Chip" Phinney III

Mintz Levin

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Second Circuit Holds That Dodd-Frank Act Does Not Protect Whistleblower Outside U.S. Territory

Thursday's post on the SEC’s whistleblower program discussed among other topics the question of whether the Dodd-Frank Act protects employee whistleblowers from retaliation by their employers where the employees only raise...more

8/18/2014 - Dodd-Frank Extraterritoriality Rules Whistleblower Protection Policies Whistleblowers

What’s Happening with Whistleblowing?

This summer the SEC and the Wall Street Journal have reported several noteworthy items concerning the SEC’s whistleblower program, one of the most controversial components of the Dodd-Frank Act of 2010....more

8/15/2014 - Compliance Dodd-Frank SEC Whistleblower Protection Policies Whistleblowers

Puerto Rico Bonds: Legislation and Litigation

For municipal bond investors and insurers, recent events in Puerto Rico have become a major concern. Puerto Rico has tried to address its mounting debt crisis by enacting legislation that would create, in effect, a...more

7/15/2014 - Bonds Foreign Jurisdictions NFMA Utilities Sector

What Are the Regulators Thinking?

Recently the New England Chapter of the National Association of Corporate Directors presented a distinguished panel of current and former securities regulators discussing enforcement and governance issues facing boards of...more

6/24/2014 - Compliance Corporate Governance Cybersecurity Directors Dodd-Frank Enforcement FCPA Insider Trading Regulation FD SEC

SEC Commissioner Aguilar Speaks on Cybersecurity Issues for the Boardroom

Last week SEC Commissioner Luis A. Aguilar gave a speech at the New York Stock Exchange on ”Boards of Directors, Corporate Governance and Cyber-Risks,” in which he strongly urged directors to focus on the need for increased...more

6/16/2014 - Board of Directors Corporate Counsel Corporate Governance Cybersecurity Risk Management SEC SEC Commissioner

Second Circuit’s Citigroup Decision Protects SEC’s Discretion in Settling Enforcement Cases

Wednesday’s decision by the U.S. Court of Appeals for the Second Circuit in the Citigroup case is significant because it clarifies the standards for judicial review of consent decrees in SEC enforcement proceedings and...more

6/6/2014 - Chevron Deference Citigroup Consent Decrees Enforcement Enforcement Actions Interlocutory Appeals Judge Rakoff Mortgage-Backed Securities Risk Management SEC SEC v Citigroup Settlement

Using Corporate Bylaws and Charters to Set the Rules for Shareholder Litigation

Recent court decisions, including the Delaware Supreme Court’s opinion earlier this month in ATP Tour, Inc. v. Deutscher Tennis Bund, have focused new attention on the use of corporate bylaws and charters to establish the...more

6/2/2014 - American Rule ATP Tours Attorney's Fees Board of Directors Bylaws Corporate Charters Corporate Counsel Corporate Governance Corporate Officers Delaware General Corporation Law Fee-Shifting Statutes Officers Shareholder Litigation Shareholders

SEC Cybersecurity Initiative: Five Steps ALL Broker-Dealers and Investment Advisers Should be Taking

Last week, the U.S. Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (OCIE) released a Risk Alert announcing its Cybersecurity Initiative....more

5/6/2014 - Broker-Dealer Cyber Attacks Cyber Insurance Cybersecurity Cybersecurity Framework Data Breach Data Protection Identity Theft OCIE Red Flags Rule SEC

SEC Steps Up Scrutiny of Municipal Bonds: Recently Filed Enforcement Actions

As Bret Leone-Quick discussed in a post last week, the SEC has been stepping up its scrutiny of municipal bond offerings. Indeed, in the last year the SEC has filed a number of enforcement actions against municipal bond...more

4/9/2014 - Bonds Enforcement Enforcement Actions Municipal Bonds SEC

Massachusetts SJC Rules on Fiduciary Duties Owed to and By Shareholder-Employee in Closely Held Corporation

A recent decision by the Massachusetts Supreme Judicial Court (SJC), Selmark Associates v. Ehrlich, illustrates the complex web of fiduciary obligations owed to and by shareholder-employees in a closely held corporation under...more

4/2/2014 - Closely Held Businesses Fiduciary Duty Shareholders

Delaware Upholds Business Judgment Review for Controlling Stockholder Mergers If Minority Is Protected

On Friday, March 14th, the Delaware Supreme Court held that controlling stockholder mergers should be subject to deferential business judgment review, rather than the more stringent entire fairness standard, where minority...more

3/18/2014 - Business Judgment Rule Controlling Stockholders Corporate Counsel Minority Shareholders Shareholders

Subjective or Objective Truth? Supreme Court to Decide What Is an “Untrue” Statement of Opinion

On Monday, the U.S. Supreme Court granted certiorari in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund (13-435), an appeal in which Omnicare has asked the Court to clarify the meaning of...more

3/6/2014 - Lying Material Misstatements Omnicare SCOTUS SEC Securities Act of 1933

Massachusetts Supreme Judicial Court Bows to U.S. Supreme Court on Class Action Waivers in Arbitration Agreements

In an abrupt but not unexpected reversal, the Massachusetts Supreme Judicial Court (SJC) has been forced to change its position on class action waivers in arbitration agreements in light of a new decision by the U.S. Supreme...more

8/7/2013 - American Express American Express v Italian Colors Restaurant Arbitration AT&T Mobility v Concepcion Class Action Class Action Arbitration Waivers Dell Federal Arbitration Act SCOTUS

Recent Class Arbitration Decisions by Massachusetts Supreme Judicial Court and U.S. Supreme Court in Conflict

When a person agrees to a contract that prohibits class-wide proceedings — whether in court or in arbitration — can a court refuse to enforce that contract because it would make no economic sense for an individual to spend...more

7/5/2013 - American Express American Express v Italian Colors Restaurant Arbitration AT&T Mobility v Concepcion Class Action Class Action Arbitration Waivers Federal Arbitration Act SCOTUS

Federal Court Rules That Issuers Face Strict Liability for Erroneous Statements About Legal Compliance in Registration Statements,...

A recent federal appeals court decision addressing pleading standards for shareholder suits under Section 11 of the Securities Act of 1933, as amended, highlights the potential dangers of giving broad assurances of legal...more

6/12/2013 - Biotechnology Compliance Derivative Suit False Statements Healthcare Pleading Standards Registration Strict Liability

Massachusetts Supreme Judicial Court Rules That Retailers May Be Sued for Wrongful Use of Customer Zip Codes Recorded During...

“May I have your zip code?” is an all-too-familiar question that may be going the way of the dinosaur in Massachusetts. Many retailers commonly ask customers for their zip codes when processing credit card transactions at,...more

3/14/2013 - Credit Cards Data Collection Data Protection Personally Identifiable Information Retailers ZIP Codes

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