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Financial Services Weekly News Roundup - March 2015 #4

Focus on Fiduciary Standards. In February the President’s Council of Economic Advisers (CEA) issued a Report on the Effects of Conflicted Investment Advice on Retirement Savings. In its conclusion, the Report estimated the...more

SEC Approves FINRA Rule Regarding Investigation and Verification of Registration Applicants

After seeking comments last fall, the Securities and Exchange Commission (“SEC”) recently approved the Financial Industry Regulatory Authority’s (“FINRA”) proposed rule governing member firms’ verification and investigation...more

Russian Legislation Update - 2 – 15 March 2015

In This Issue: - Civil Code Reform: contracts and obligations - New Development Bank BRICS - Employment/Foreign Citizens - Securities: bondholders; information disclosure - Excerpt from New Development Bank...more

SEC Awards $500K to Company Officer Whistleblower

On Monday, March 2, the Securities and Exchange Commission (SEC) announced that it will award between $475,000 and $575,000 to a corporate officer who reported “high quality, original information” about a securities fraud....more

Blog: Senate Bill Introduced To Raise Rule 701 Disclosure Threshold

Senators Pat Toomey (R., PA) and Mark Warner (D., VA) have introduced Senate Bill 576, the ‘‘Encouraging Employee Ownership Act.’’ The bill would require the SEC, within 60 days after enactment, to raise the threshold in...more

Blog: Pulling the Trigger(s): What is Double-Trigger Acceleration and How Does it Work?

You may have heard people refer to “double-trigger” acceleration. What are they talking about? Double-trigger acceleration refers to the partial or full acceleration of vesting of someone’s options or stock based on the...more

In Case You Missed It - Interesting Items for Corporate Counsel - March 2015

It's difficult to discern “trends” from reactions to date on proxy access proposals, but here are some data points: Three companies, including two on the NY Comptroller’s 75-company target list have adopted...more

ISS Releases Four Sets of FAQs, Glass Lewis Provides an Update, and FASB and IASB Make Certain Decisions Relevant to Equity...

Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis have both released updates to their policies that outline how they will form recommendations to shareholders on how they should vote on governance,...more

February FCPA Compliance Digest: If You Haven’t Started Your FCPA Compliance Training, Now Might Be A Great Time…

This might be our most exciting FCPA Compliance Digest thus far – we get to write about a DECLINATION! It feels a little bit like seeing a compliance unicorn. Cobalt Energy Announces SEC FCPA Declination - It’s...more

Sentencing of CEO Highlights Importance of a Good "Tone at the Top"

Highlighting the peril of unethical business leadership, a judge recently sentenced the former CEO of a bankrupt cash-management firm to 14 years in prison for defrauding more than 70 customers of more than $665 million...more

"ISS Issues ‘Frequently Asked Questions’ Guidance for 2015"

As part of its ongoing rollout of its 2015 policy updates, Institutional Shareholder Services (ISS) has issued “Frequently Asked Questions” guidance with respect to both its 2015 Compensation Policies and its new equity plan...more

Potential Shareholder Liability Arising From Subsidiary WARN Act Violations

When a company begins experiencing financial difficulty, shareholders often ask whether they may be liable under the Federal Worker Adjustment and Retraining Notification (“WARN”) Act for violations by the company. When the...more

The SEC Will Be Your Employment Law Agency, Too

The nature of the SEC’s business a regulator of public companies lends a certain expansive aspect to its jurisdiction. That is, when your job as a government agency is to be sure public companies are making complete and...more

SEC May Seek Companies’ Agreements to Determine Whistleblower Treatment

The SEC continues to focus on its whistleblower initiative. According to a February 25 Wall Street Journal article titled “SEC Probes Companies’ Treatment of Whistleblowers,” the U.S. Securities and Exchange Commission...more

Small Business Securities Bulletin: SEC Proposes Disclosure Rules on Director and Employee Hedging

Last week the Securities and Exchange Commission (SEC) proposed amendments to its rules and forms, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), that would require SEC reporting...more

SEC Proposes Rules for Disclosure of Hedging by Employees, Officers, and Directors

Boards of Directors of companies subject to the federal proxy rules should take note of proposed rules released by the Securities and Exchange Commission (SEC) on February 9, 2015 that would enhance corporate disclosure of...more

SEC Proposes New Rule Requiring Disclosure of Equity Hedging Policies

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) proposed a long-awaited rule under the Dodd-Frank Wall Street Reform and Consumer Protection Act that would require public companies to disclose certain...more

SEC Proposes Disclosure Rule for Company Hedging Policies

On February 9, 2015, the Securities and Exchange Commission (“SEC”) proposed a rule to enhance disclosure of company hedging policies for directors, officers and other employees. This proposal would implement Section 955 of...more

SEC Proposes Rules for Hedging Disclosure

On February 9, 2015, the SEC proposed rules that would require domestic public companies to disclose in proxy and information statements whether the company permits any of its directors or employees (including officers) to...more

SEC Proposes New Rules on Hedging Disclosures

On February 9, 2015, the Securities and Exchange Commission (the “SEC”) proposed rules that would require disclosure of policies permitting or prohibiting hedging by directors, officers and other employees to hedge or offset...more

SEC: Whistleblower Protections Extend To Those Who Report Internally

A critical component of the SEC’s whistleblower program is the anti-retaliatory provisions of Exchange Act Section 21F, added to the statute by the Dodd-Frank Act. To implement that provision the Commission promulgated two...more

Private Equity Tax Alert - What might the General Election bring

As we enter the run-up to the General Election in May, private equity funds and their managers might want to consider what the possible tax implications of a new Government might be both for the managers of their portfolio...more

SEC Proposes Rules for Hedging Disclosure

The Securities and Exchange Commission (SEC) recently released proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), which calls for disclosure of whether...more

Blog: Companies Take Clawbacks Into Their Own Hands — Ouch, Is It Always A Good Thing?

As Compliance Week reports, this study from PwC showed that many companies are adopting clawbacks related to their executive compensation arrangements, even before the SEC acts to implement the Dodd-Frank clawback provisions....more

What Every Business Should Know About Keeping Its Corporate House in Order

In This Presentation: - Corporate Records Housekeeping - Protecting Assets – Vis A Vis Employees And Others (Trade Secrets, Confidentiality And Non-Competition Agreements) - Protecting Assets – ...more

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