Courts recently issued three opinions on the whistleblower anti-retaliation provisions of the Dodd-Frank Act.
In Murray v. UBS Securities, LLC, Mr. Murray claimed he was terminated because he refused to skew his...more
In Halpin et al v. Riverstone National, Inc., the Delaware Court of Chancery found that invoking drag-along rights against minority stockholders after a merger did not waive appraisal rights under the facts of the case...more
CFTC Chair Timothy G. Massad delivered a speech on the importance of providing flexibility in the CFTC’s regulations to accommodate hedging by commercial end-users of derivatives. Mr. Massad highlighted the following...more
We now know that Sarbanes-Oxley does not apply to fish . . .
While conducting an offshore inspection of a commercial fishing vessel in the Gulf of Mexico, a federal agent found that the ship’s catch contained...more
ISS has published its policy on proxy access matters. ISS will generally recommend in favor of management and shareholder proposals for proxy access with the following provisions...more
SEC Commissioner Daniel M. Gallagher delivered a speech where he considered the role of bad actor disqualifications in the context of the SEC’s enforcement initiatives. According to the Commissioner, the purpose of bad actor...more
A group comprised of parents whose children or spouses were victims in the Sandy Hook tragedy, together with the Law Center to Prevent Gun Violence, have filed a brief in support of Trinity Wall Street in a case where...more
ISS has published Industry Group US TSR Medians for Performance-Related Policies. The publication was solely for informational purposes.
Company performance relative to industry medians is incorporated into ISS’...more
GE has voluntarily adopted a proxy access by-law proposal. The by-law permits a shareowner, or a group of up to 20 shareowners, owning 3% or more of the Company’s outstanding common stock continuously for at least three...more
Two former CFOs have agreed to return nearly a half-million dollars in bonuses and stock sale profits they received while their Silicon Valley software company, Saba Software, was committing accounting fraud.
The SEC has proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as codified in Section 14(j) of the Exchange Act, which requires annual meeting proxy statement disclosure...more
The SEC denied a no-action request that was submitted by Jonathon Hendricks. The no-action request inquired about a Wyoming based business that would make available a list of securities from a loan crowdfunding site that...more
Currently before the Third Circuit is Trinity Wall Street v. Wal-Mart Stores, Inc. The case involves whether Wal-Mart can exclude a shareholder proposal under the “ordinary business exception” to Rule 14a-8.
In a prior blog we discussed a Regulation D bad actor waiver granted to Oppenheimer & Co. that imposed conditions on the receipt of the waiver. The waiver provided “Oppenheimer will comply with the conditions stated in its...more
The United States District Court For The Southern District Of Mississippi, Southern Division, recently found an agreement to arbitrate in a home mortgage was invalid in Richards v. Gibson.
The court cited 15 U.S.C. §...more
The effective date of the Minnesota Revised Uniform Limited Liability Company Act, August 1, 2015, is rapidly approaching. The following materials are available to implement the Act...more
A coalition of investors submitted a shareholder resolution to Royal Dutch Shell plc. The resolutions titled ‘Strategic Resilience for 2035 and Beyond’ call for company disclosures on:
- ongoing operational emissions...more
CFTC Commissioner J. Christopher Giancarlo recently delivered remarks where he stated “Unfortunately, caught up in some of the collateral damage surrounding the Dodd-Frank reforms were the traditional commodity and energy...more
The first five inspections of broker-dealer audit and new attestation engagements subject to PCAOB standards show deficiencies in the auditors’ application of these standards according to the PCAOB.
The requirement to...more
SEC Commissioner Kara Stein recently described what many saw as a possible model for harsher bad actor waivers after settling a matter with the SEC. According to Ms. Stein “The waiver was for a limited time, and only if...more
The SEC Division of Corporation Finance recently informed public companies that it will express no views on the application of Rule 14a-8(i)(9) during the current proxy season. The Corp Fin decision leaves public companies...more
Amicus briefs are pouring in in favor of Wal-Mart in its appeal to the Third Circuit. Wal-Mart appealed the United States District of Delaware’s decision that denied Wal-Mart the right to exclude a shareholder proposal...more
The United States Supreme Court has denied a petition for a writ of certiorari in NACS, fka National Association of Convenience Stores, et al., v. Board of Governors of the Federal Reserve System. The denial effectively ends...more
In Stratte-McClure v. Morgan Stanley et al, the Second Circuit held that MD&A rules set forth in Item 303 of Regulation S-K can give rise to a Rule 10b-5 claim. In so doing, the Second Circuit split with the Ninth Circuit...more
Responding to investor pressure, and pressure by shareholder proponents, the SEC Division of Corporation Finance issued this statement:
“In light of Chair White’s direction to the staff to review Rule 14a-8(i)(9) and...more