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2014 Mid-Year Report Securities Litigation and Regulatory Enforcement

Welcome to the 2014 Mid-Year Report from the BakerHostetler Securities Litigation and Regulatory Enforcement Practice Team. Its purpose is to provide a periodic survey, apart from our team Executive Alerts, on matters we...more

SEC Denies Whistleblower Award Claim for Harbinger-Falcone Recovery

As recently reported by Ed Benson of Law 360, on July 4th, 2014, the United States Securities and Exchange Commission (the “SEC” or “Commission”) issued a final order that denied a whistleblower award claim on the $18 million...more

Another Look at U.S. Federal Income Tax Treatment of Contingent Earnout Payments

The sale of a company in an M&A transaction often involves consideration to the selling shareholders that is deferred and contingent on subsequent events in the life of the company, such as the post-acquisition performance of...more

New SAFE Rules Facilitate Registration for Overseas Financing and Investment by Chinese Domestic Residents

The Chinese foreign exchange control authority recently adopted material changes to the regulatory framework on overseas financing and investment via special purpose vehicles undertaken by Chinese domestic residents and the...more

Benefits Litigation Update - Summer 2014

In this issue: - Recent Supreme Court Decisions Revise Rules for Stock Drop Cases - Hobby Lobby and the Questions Left Unanswered - Post-Amara Landscape Continues to Evolve - Supreme Court to...more

Supreme Court Protects Whistleblowing Employees of Mutual Fund Adviser

Whistleblowing law continues to develop, with a recent U.S. Supreme Court decision holding that, despite ambiguous statutory language, the Sarbanes-Oxley Act of 2002 protects employees of private companies serving as...more

IRS Pursues 409A Audits, Issues Ruling on Certain Options/SARs under 457A

IRS audits signal focus on Section 409A compliance; Revenue Ruling makes certain nonqualified options and stock appreciation rights more attractive for offshore entities. The IRS has begun its limited audit initiative...more

France Facilitates Implementation of Whistleblowing Systems

In France, before implementing a whistleblowing process, a company must inform and consult with its employees’ representatives, inform its employees and notify the French Data Protection Agency (CNIL). There are two...more

The Danger of Retaliating Against Whistleblowers

Every company claims that they encourage a “speak up” culture. As part of a “speak up” culture, companies encourage managers and employees to raise concerns about potential violations and promise not to retaliate against...more

SEC Brings First Whistleblower Retaliation Enforcement Action

In announcing its first enforcement action for retaliating against a whistleblower, the U.S. Securities and Exchange Commission (SEC) sends a strong message to firms: it is serious about bringing charges against companies...more

A Compilation of Enforcement and Non-Enforcement Actions

As reported in the May 2014 edition of Legal News: Investment Management Update, the SEC has made cybersecurity readiness a high-priority item to review when it conducts examinations of registered broker-dealers and...more

Supreme Court Nixes "Presumption of Prudence" in Employer Stock Cases

On June 25, 2014, the U.S. Supreme Court unanimously rejected the "presumption of prudence" that had been applied by lower courts in cases where a retirement plan holds stock of the employer sponsoring the plan. Fifth Third...more

Seventh Circuit Reverses Summary Judgment in Case Applying ERISA’s Statute of Limitations

A Seventh Circuit panel declined to apply ERISA’s three-year statute of limitations to bar fiduciary claims in a case arising out of a buy-out transaction involving an employee stock ownership plan. The court held that the...more

ESOP Fiduciaries Lose “Presumption of Prudence”

A unanimous U.S. Supreme Court held last week that employee stock ownership plan (ESOP) investment in employer stock is not entitled to a special ERISA “presumption of prudence”. The decision provides important guidance for...more

Supreme Court Strikes Down Presumption of Prudence For Fiduciaries Investing in Employer Securities

On June 25, 2014, the Supreme Court in Fifth Third Bancorp v. Dudenhoeffer unanimously held that no special presumption of prudence applies under ERISA for investments in employer stock. The case involved a form of employee...more

Supreme Court Rules No “Presumption of Prudence” for Employer Stock Plan Fiduciaries

In a decision that could have significant implications for certain companies and their 401(k) and other plans that invest in employer stock, the Supreme Court ruled, in Fifth Third Bancorp v. Dudenhoeffer, that there is no...more

Supreme Court Rejection of Duty of Prudence Presumption—What Does it Mean for Retirement Plans?

On June 25, 2014, the Supreme Court, in a unanimous decision, ruled in Fifth Third Bancorp v. Dudenhoeffer that there is no “presumption” of prudence extended to fiduciaries of employer stock ownership plans (“ESOPs”) in...more

Giving Stock to Your Employees — How and How Much?

Equity grants can be an attractive alternative to cash when compensating employees, consultants, and service providers. Beware, though: if not structured properly, equity grants can cause some nasty consequences for the...more

SEC Settles with Exempt Reporting Adviser over Pay-to-Play Violations

The SEC settled public administrative proceedings against TL Ventures Inc., a venture capital fund adviser (the “Adviser”), over violations of Rule 206(4)-5 (the “Rule”) under the Investment Advisers Act of 1940 (the...more

SEC: Don’t Ignore the Habitually Wrong Whistleblower

SEC Chair Mary Jo White recently gave a speech on a number of important matters, including the role of directors as gatekeepers, her views of self-reporting of violations and the SEC’s whistleblower program. In the speech...more

SEC Charges Private Equity Firm with Pay-to-Play Violations

For the first time since passing Rule 206(4)-5, the Securities and Exchange Commission (SEC) has charged a Philadelphia-area private equity firm with violations of the pay-to-play rule. The case concerns contributions made...more

H.R. 4842: New Bill Calls for Transparency on Trafficking and Slavery in Corporate Supply Chains

On June 11, Representative Carolyn Maloney (D-NY) introduced H.R. 4842, the Business Supply Chain Transparency on Trafficking and Slavery Act of 2014. The bill, if passed, would require companies to file annual reports with...more

New IRS Revenue Ruling 2014-18 and the Use of Hedge Fund Stock Options

The Internal Revenue Service has issued Revenue Ruling 2014-18 (the “Ruling”) to clarify that stock options and stock-settled stock appreciation rights (“SARs”), properly designed, can be used as a form of compensation to...more

Full disclosure: A practical guide for the HR professional when preparing the retirement plan portions of a proxy statement

In 2006, the SEC adopted rules which created the Pension Benefits Table and Nonqualified Deferred Compensation Table to supplement the Summary Compensation Table. The tables mandate certain specific disclosures with respect...more

2014: A Big Year in Whistleblower Laws

The Securities and Exchange Commission (SEC) began the whistleblower program on July 21, 2010 to incentivize people to come forward with information about financial wrongdoing. Under the program, a whistleblower is entitled...more

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