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2015 Compensation Committee Handbook

Preface - The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This first edition of the Compensation Committee Handbook from the lawyers of the Executive...more

Fifth Circuit Finds SOX Violation in Disclosure of Whistleblower’s Identity

The Fifth Circuit affirms the DOL Administrative Review Board’s decision that employer disclosure of a whistleblower’s identity in a document retention notice constitutes an adverse action....more

SEC’s 2014 Report on Dodd-Frank Whistleblowing Program: Key Takeaways and Trends Companies Should Expect for 2015

On November 17, the U.S. Securities and Exchange Commission issued its 2014 Annual Report to Congress on the Dodd-Frank Whistleblower Program and it is clear that the program is going strong. Following are six key takeaways...more

Proxy Advisory Firms Release Policy Updates for 2015

Institutional Shareholder Services (ISS) and Glass Lewis, two leading proxy advisory firms, recently published their 2015 proxy voting guidelines for US companies, which include several updates applicable to the 2015 proxy...more

ISS and Glass Lewis Update their Proxy Voting Guidelines for 2015

Proxy research and advice entities Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) recently updated the guidelines each service will use to inform their voting recommendations for...more

ISS and Glass Lewis Update Proxy Voting Guidelines for 2015

Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co., LLC, issued their respective annual updates to their proxy voting guidelines on November 6, 2014. As revised these guidelines have important implications...more

Glass Lewis Releases 2015 Proxy Paper Guidelines

On November 6, 2014, Glass Lewis & Co. released its 2015 Proxy Paper Guidelines for the United States showing the key draft policy changes for the 2015 proxy season. There are updates in the following areas: -...more

ISS Publishes 2015 Proxy Voting Guideline Updates

On November 6, 2014, Institutional Shareholder Services Inc. (“ISS”) released the 2015 updates to its benchmark proxy voting policies, having received comments to the draft policies it released on October 15, 2014. The final...more

SEC Obtains Over $4 Billion for Securities Violations in 2014

Following the end of its fiscal year on September 30, the Securities and Exchange Commission (SEC) reported that FY 2014 was notable not only for the record number of enforcement actions filed, but for the wide range of...more

Proxy Advisory Firms Update Policies with Respect to Executive Compensation for the 2015 Proxy Season

Two of the leading shareholder proxy advisory firms, Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. ("Glass Lewis"), released updates to their proxy voting guidelines for the 2015 proxy season. In sum, there...more

ISS, Glass Lewis Release 2015 Proxy Voting Updates; Espouse Nuanced Review of Equity Compensation Practices

Proxy advisory firms Institutional Shareholder Services, or ISS, and Glass Lewis released their 2015 executive compensation proxy voting updates that may be particularly relevant for public companies that intend to submit new...more

Omnicare Court Ponders Two Middle Paths: One Rocky, One Smooth

Monday’s oral argument before the Supreme Court in Laborers District Counsel Construction Industry Pension Fund v. Omnicare, Inc., (“Omnicare”) was remarkable in that, as Omnicare attorney Kannon Shanmugam noted, it was the...more

Stock Options for Private Companies: Understanding the Risks, Realizing the Rewards

Executive Brief - • Stock options have been useful components of employee compensation, but new accounting rules adopted in 2005 can have a significant impact on a company’s financial processes and can result in severe...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

"MSRB Releases Draft Amendments to Rule G-20 on Gifts, Gratuities and Noncash Compensation, Requests Comments"

On October 23, 2014, the Municipal Securities Rulemaking Board (MSRB) released Notice 2014-18 (the Notice), containing draft amendments to Rule G-20, with conforming changes to MSRB Rules G-8 and G-9 (required records and...more

Study: Does The Existence Of Whistleblowers In Enforcement Actions Mean Greater Penalties?

According to an academic study published on October 6, 2014 by Andrew C. Hall, Gerald S. Martin, Nathan Y. Sharp, and Jaron H. Wilde, the presence of whistleblowers may have a meaningful impact on the outcomes of enforcement...more

Blog: SCOTUS Hears Omnicare: When Can A Statement Of Opinion Be Actionable As A “False Statement Of Material Fact”?

Yesterday, SCOTUS heard oral argument in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund. The case seeks to answer this question: when can a statement of opinion be actionable as a “false...more

When the Whistle Blows, What Follows?

Real estate investment trust American Realty Capital Properties (“ARCP”) recently announced the preliminary findings of an Audit Committee investigation into accounting irregularities and the resulting resignation of its...more

Sixth Circuit again Demonstrates the Need for the Supreme Court to Clarify the Standard for Judging the Falsity of Opinions

On November 3, 2014, the U.S. Supreme Court will hear oral argument in Laborers District Counsel Construction Industry Pension Fund v. Omnicare, Inc., which concerns the standard for judging the falsity of an opinion...more

Bernstein Shur Business and Commercial Litigation Newsletter #45

We are pleased to present the 45th edition of the Bernstein Shur Business and Commercial Litigation Newsletter. This month, we highlight recent cases that address the stay of discovery in securities litigation, the failure to...more

Client Bulletin: Money Market Reform - November 2014: What ERISA Service Providers Should Know About Money Market Reform

Most U.S. money market funds will begin restructuring their operations beginning in 2014 and throughout 2015 and 2016 as a result of the SEC’s adoption of wide ranging changes to the rules regulating these funds. Since many...more

Record $30 Million Whistleblower Payout Goes Offshore

U.S. securities regulators recently announced a record-breaking $30 million payout to an anonymous whistleblower living abroad, an amount more than double the previous record of $14 million awarded in 2011. This marks the...more

Blog: Study Shows Whistleblower Complaints Lead To Increased Penalties And Likelihood Of Enforcement

An academic study, first reported by the WSJ, concludes that, in regulatory enforcement actions brought by the SEC and DOJ alleging financial misrepresentation, employee whistleblowers have a consequential impact on...more

Australian government commits to reform tax treatment of employee stock awards: 5 takeaways for US-based companies

The Australian government has committed to reform the tax treatment of employee stock awards as part of its Industry Innovation and Competitiveness Agenda, in an effort to retain top talent and boost entrepreneurship in...more

Executive Compensation and Employee Benefits Alert: ISS Issues Draft Policy Changes for 2014 Comments Due by October 29, 2014

On October 15, 2014, Institutional Shareholder Services (ISS) published its draft policy changes for 2015 and opened a public comment period ending October 29, 2014. The proposed revisions for U.S. listed companies are...more

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