Ken Herzinger

Ken Herzinger

Orrick, Herrington & Sutcliffe LLP

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SEC Awards Third Highest Whistleblower Award to Date

On July 17, 2015, the SEC announced a whistleblower award of over $3 million to a company insider who provided information that “helped the SEC crack a complex fraud.” This payout represents the third highest award under the...more

8/5/2015 - Dodd-Frank Fraud Illegal Conduct SEC Whistleblower Awards Whistleblowers

SEC Awards Third Highest Whistleblower Award to Date

On July 17, 2015, the SEC announced a whistleblower award of over $3 million to a company insider who provided information that “helped the SEC crack a complex fraud.” This payout represents the third highest award under the...more

7/28/2015 - Dodd-Frank Fraud Popular SEC Whistleblower Awards Whistleblowers

Will You Blow The Whistle Or Should I? The SEC Grants An Award to a Whistleblower Who Learns of Fraud From Another Employee.

Last week, the Securities and Exchange Commission announced an award payout of between $475,000 and $575,000 to a former company officer who reported information about an alleged securities fraud. While this is by no means...more

3/10/2015 - Corporate Officers SEC Whistleblower Awards Whistleblowers

Hedge Fund Hack Results in Trade Secret Loss, and Raises SEC Reporting Issues

Data breaches may be nothing new, but they are certainly evolving into bigger and more notorious infractions. While the data breaches of yesterday may have involved accidental disclosure or disgruntled former employees, the...more

7/9/2014 - Corporate Counsel Criminal Conspiracy Data Breach Hackers Hedge Funds Popular Reporting Requirements SEC

SEC Speaks, Cuban Tweets

The leaders of the Securities and Exchange Commission addressed the public on February 21-22 at the annual SEC Speaks conference in Washington, D.C. The presentations covered an array of topics, but common themes included...more

2/26/2014 - Dodd-Frank Enforcement JOBS Act Mark Cuban SEC Securities Exchange Act

Back To The Drawing Board: The SEC Loses Another Insider Trading Trial

On January 7, 2014 the SEC lost an insider trading bench trial before Judge William Duffey of the U.S. District Court for the Northern District of Georgia. In a thorough opinion, Judge Duffey found the SEC’s case to be...more

1/15/2014 - Circumstantial Evidence Insider Trading SEC Whistleblowers

Second Circuit To Issuers: You Need Not Disclose Every Single Asset In Your Registration Statements

That was the Second Circuit’s message to companies in a September 25, 2013 order (link) by upholding dismissal of claims against defendant Royal Bank of Scotland (“RBS”) for alleged failure to disclose enough information...more

10/1/2013 - Corporate Issuers Disclosure Requirements Issuers Registration Royal Bank of Scotland Subprime Mortgages

How Much Latitude Do Directors Have In Setting Executive Compensation?

Executive compensation decisions are core functions of a board of directors and, absent unusual circumstances, are protected by the business judgment rule. As Delaware courts have repeatedly recognized, the size and...more

9/30/2013 - Business Judgment Rule CEOs Delegation of Discretion Dodd-Frank Executive Compensation Say-on-Pay

A Ponzi Of A Different Color

High profile schemes perpetrated by Bernie Madoff, Allen Stanford, Nevin Shapiro, and others have brought, or at least reinforced, a general understanding of the term “Ponzi scheme” into the public lexicon. But what,...more

9/2/2013 - Ponzi Scheme Securities Fraud

Shareholder Books And Records Requests To Become More Frequent, And More Potent

As we previously detailed, a shareholder’s request for corporate books and records can raise competing concerns for the company and its directors. ...more

8/12/2013 - Board of Directors Books & Records Corporate Governance Shareholders

Texas Court Rules that Regardless of Fault, CEOs and CFOs Will Have to Pay Up Under Sarbanes-Oxley Section 304

A Texas federal judge denied defendants ArthoCare CEO Michael A. Baker and CFO Michael T. Gluk’s motion to dismiss the SEC’s claim against them under Sarbanes-Oxley (“SOX”) Section 304’s clawback provision. Section 304...more

11/21/2012 - Clawback Agreements Sarbanes-Oxley SEC Section 304

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