The Delaware Court of Chancery recently dismissed a derivative action in Ironworkers District Council of Philadelphia & Vicinity Retirement & Pension Plan v. Andreotti et al. One of the many claims alleged was a Caremark...more
On April 29, 2015, the U.S. Securities and Exchange Commission (SEC) issued another proposed rule under the Dodd-Frank Act, this time with respect to the pay versus performance requirements of Section 953(a) of the Act. ...more
Six federal financial regulatory issued a final rule that implements minimum requirements for state registration and supervision of appraisal management companies, or AMCs. An AMC is an entity that provides appraisal...more
Larry Stryker petitioned the Second Circuit for review of an order of the SEC that denied his claim for a whistleblower award. He sought the award under Section 21F of the Dodd-Frank Act based on information he supplied to...more
Section 929P(a) of the Dodd-Frank Act provides that the SEC’s authority in administrative penalty proceedings is “coextensive” with its authority to seek penalties in federal court. The plaintiff in Bebo v SEC argued the...more
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
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 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
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 House and Senate have passed legislation which provides that swap end-users do not have to provide initial and variation margin for uncleared swaps as previously required by the Dodd-Frank Act.
The provision is...more
The U.S. Department of the Treasury’s Federal Insurance Office, or FIO, released its report on the Breadth and Scope of the Global Reinsurance Market and the Critical Role Such Market Plays in Supporting Insurance in the...more
The Federal Reserve Board has issued FAQs on the Volker Rule set forth in Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The FAQs mirror other FAQs issued by Office of the Comptroller of the...more
In Khazin v. TD Ameritrade the United States Court of Appeals for the Third Circuit held that securities-related retaliation claims brought under Dodd-Frank pursuant to 15 U.S.C. § 78u-6(h)(1)(B)(i) are subject to arbitration...more
The swap pushout rule was originally embodied in Section 716 of the Dodd-Frank Act. Among other things, it prohibited “federal assistance” to any “swaps entity.” Insured depository institutions were subject to this...more
The Insurance Capital Standards Clarification Act of 2014 has been presented to President Obama for signature. The bill will:
Add language to Section 171 of Dodd-Frank to clarify that, in establishing minimum capital...more
The Dodd-Frank Wall Street Reform and Consumer Protection Act established the Office of Financial Research, or OFR, within the Treasury Department to improve the quality of financial data available to policymakers and to...more
The Loan Syndications and Trading Association, or LSTA, is a not-for-profit trade association representing members participating in the syndicated corporate loan market. The LSTA has petitioned the United States Court of...more
In a settled enforcement action, the SEC alleged the defendant failed to implement procedures reasonably designed to prevent U.S. persons from accessing and investing in securities through its crowdfunding website. The...more
The SEC settled actions with ten companies for alleged Form 8-K violations. The investigation centered on failure to file Form 8-K when shares of common stock are sold in transactions that are not registered with the SEC...more
ISS has issued its 2015 policy updates.
Unilateral Bylaw/Charter Amendments -
This policy is new stand-alone policy. Previously these matters were evaluated under the ISS governance failure policy. ISS...more
The Office of Inspector General, or OIG, of the Board of Governors of the Federal Reserve System has issued its first listing of major management challenges facing the CFPB. These challenges represent what OIG believes to be...more
The SEC announced charges against an investment advisory firm and three of its top officials for violating the “custody rule” that requires firms to follow certain procedures when they control or have access to client money...more
Six federal agencies approved a final rule requiring sponsors of securitization transactions to retain risk in those transactions. The final rule implements the risk retention requirements in the Dodd-Frank Wall Street...more
A key component to evaluating whether to place an equity plan proposal in a proxy is whether or not ISS will support the plan. Accoding to ISS, while it has historically recommended against approximately 30 percent of equity...more
ISS is requesting feedback on a change to its voting policy on independent chair shareholder proposals. ISS’ current policy is to generally recommend for independent chair shareholder proposals unless the company satisfies...more