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SEC Continues Crackdown on Employer Whistleblower Restrictions

Takeaways: - SEC is targeting contract terms that appear to restrict contact with the SEC or require employee whistleblowers to waive monetary recoveries. - Express disclosure of these rights in severance...more

The Dos and Don’ts of an SEC Examination

The regulatory environment for SEC-registered advisers has become more complex as the result of a more aggressive and interconnected Securities and Exchange Commission (SEC). The connecting hub within the SEC is the Office of...more

SEC Proposes Broad Executive Compensation Clawback Rules in Connection with Accounting Restatements

Recovery provisions would apply on a no-fault basis to executive officers of virtually all exchange-listed companies who received incentive-based compensation during the three fiscal years preceding an accounting restatement...more

Supreme Court to Securities Issuers: Beware What You Omit When Stating Your Opinions

Deciding this Term’s big securities case, a unanimous Supreme Court held on March 24 that a statement of opinion does not become actionable under the “untrue statement of material fact” clause of section 11 of the Securities...more

Is Proxy Disclosure Shareholder Litigation on Executive Compensation Finally Over?

Since the advent of “Say-on-Pay” over three years ago, the plaintiffs’ securities bar has attempted to rustle up claims relating to executive compensation matters discussed in proxy statements. The first wave against those...more

Halliburton: Supreme Court Changes Little About Securities Fraud Class Actions

In a widely anticipated decision, the Supreme Court upheld a twenty-six-year-old precedent that plaintiffs in securities fraud class actions may satisfy the reliance element by showing that they traded on an “efficient...more

Delaware Court Upholds Exclusive Forum-Selection Bylaws

On June 25, 2013, Chancellor Strine of the Delaware Court of Chancery upheld bylaws adopted by the boards of directors of Chevron Corporation and FedEx Corporation that designated Delaware as the exclusive forum for...more

Supreme Court: Class Action Waiver Trumps Federal Statutory Right

Continuing its string of recent pro-arbitration decisions, the U.S. Supreme Court handed down a decision enforcing class action waivers in arbitration agreements, even where the plaintiff’s cost of proceeding on an individual...more

Admit It! SEC May Seek Admissions of Wrongdoing in Settlements

The U.S. Securities and Exchange Commission (“SEC”) is poised to modify its “no-admit, no-deny” policy to seek more admissions of wrongdoing from defendants as a condition of settlement in enforcement cases. The change comes...more

Best Laid Plans Gone Awry: Practices for Rule 10b5-1 Trading Plans

Rule 10b5-1 trading plans are in the limelight due to investigations initiated by U.S. Attorney’s Offices and the SEC into possible abuses by corporate executives of such plans. Now, more than ever, companies and their boards...more

Supreme Court Finds No Fraud Exception to Five-Year Statute of Limitations for Government Lawsuits Seeking Civil Penalties

The U.S. Supreme Court’s recent decision in Gabelli v. Securities Exchange Commission (Feb. 27, 2013) rejects an attempt by the Securities and Exchange Commission to extend a statute of limitations by invoking a “discovery...more

Citing Concepcion, FINRA Panel OKs Class Action Waivers in Broker-Dealer Customer Arbitration Agreements

A Financial Industry Regulatory Authority (“FINRA”) hearing panel held that FINRA’s own rules prohibiting judicial class action waivers in broker-dealer customer arbitration agreements are preempted by the Federal Arbitration...more

Proxy Season Brings a Third Wave of “Gotcha” Shareholder Litigation

Proxy season is upon us and the plaintiffs’ bar is demonstrating its resourcefulness by bringing a third wave of shareholder litigation. This new wave, which has not crested yet, consists of a return to derivative shareholder...more

Perspectives - Fall 2012 | Volume 3, Edition 2: An Executive Compensation, Benefits & Human Resources Law Update

In This Edition: - Year-end Deadline for Correcting Section 409A Deferred Compensation Arrangements That Condition Payment on an Employee Release or Covenant: By December 31, 2012, all deferred compensation...more

Recent Maverick Ruling in CA Appellate Court Finds Concepcion Does Not Overrule Gentry

Although the U.S. Supreme Court in AT&T Mobility LLC v. Concepcion found that the Federal Arbitration Act preempted California’s Discover Bank rule, which invalidated class action waivers in arbitration agreements in consumer...more

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