General Business Securities Labor & Employment

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Performance Anxiety: SEC Proposes Pay Versus Performance Rule

On April 29, 2015, by a 3-2 vote, the Securities and Exchange Commission (the SEC) voted to propose a rule to implement Section 14(i) of the Securities Exchange Act of 1934 (the Exchange Act), as added by Section 953(a) of...more

Concerns Mount over Department of Labor’s Proposed Fiduciary Rule

The Department of Labor (“DOL”) released a controversial proposed rule on April 20, 2015, that seeks to expand fiduciary duties in the context of retirement-investment advice. Specifically, the proposed rule would rework a...more

Court Of Chancery Explains The “Personal Claim” Exception To Advancement Rights

In the area of what claims are subject to the right to have fees advanced to a former officer or director, there is no more often disputed issue than whether the claim asserted arose out of the role as an officer or director...more

A Compilation of Enforcement and Non-Enforcement Actions

Compliance Issues With Private Equity Fund Managers Remains a Concern With the SEC - In May of last year, the SEC rang the alarm bells after conducting sweep examinations of private equity fund managers. At that time, the SEC...more

Proxy Access – Week of May 24

During the week of May 24, 2015, 8-Ks were filed that disclosed three shareholder sponsored proxy access proposals passed and five failed. All required three percent ownership for three years and all were opposed by the...more

Sixth Circuit Rejects “Definitively, Specifically” Standard for SarbOx Whistleblower Claims

The Sixth Circuit this week rejected the “definitively and specifically” standard that had required a Sarbanes-Oxley whistleblower’s “reasonable belief” to closely track each element of the legal cause of action for the fraud...more

SEC Proposes New Pay-Versus-Performance Disclosure Rules

On April 29, 2015, the Securities and Exchange Commission (the “SEC”) proposed new rules that would require most publicly traded companies to describe in detail the relationship between their financial performance and their...more

Pay-Versus-Performance: SEC's Proposed Rules

On April 29, the SEC proposed rules that would require most publicly traded companies to describe in detail the relationship between their financial performance and executive compensation actually paid. HIGHLIGHTS...more

Financial Services Weekly News Roundup - May 2015 #5

SEC Enforcement Action on FCPA Compliance – Check the Box Is Not Enough. On May 20 the SEC announced that global resources company BHP Billiton had agreed to pay $25 million to settle charges that it had violated the...more

Economic Downturn Week, Part II – The Golden Gate Bridge and Employment Separation – Hotlines and Whistleblowers During Layoffs

I use the Golden Gate Bridge as an entrée to my continued discussion on the series on steps that you can use in your compliance program if you find yourself, your company or your industry in an economic downturn. Whether you...more

Does The SEC’s Unbundling Rule Deprive Stockholders The Right To Vote On The Whole?

A forthcoming academic paper looks for bundling in more than 1,500 management proposals between 2003 and 2012.  Bundling occurs when multiple matters are combined into a single proposal.  The authors, James Cox, Fabrizio...more

Proxy Access – Week of May 17 – The Trend Is Less Clear

During the week of May 17, 2015, 8-Ks were filed that disclosed six shareholder sponsored proxy access proposals passed and five failed. All required three percent ownership for three years and all were opposed by the...more

Is It Time to Switch Gears? Enforceability of Automotive Company Employee Confidentiality Restrictions

Given the large workforces and importance of intellectual property and trade secrets in the automotive industry, automotive companies rely heavily on confidentiality provisions in employment agreements and employee handbooks....more

Financial Services Weekly News Roundup - May 2015 #3

SEC Proposals to Enhance Investment Company and Investment Adviser Reporting: As we went to press, the SEC commissioners announced that they had voted to approve two proposals. The first was for new and amended rules and...more

Why Locate Your Business in New York?

New York is a great place to live and do business. The state is running an active marketing campaign to let the world know and to attract new business to the state....more

Expanded Whistleblower Protections Impact Confidentiality Policies and Agreements

All employers should review their confidentiality policies and agreements to ensure adequate protections for whistleblowers in the wake of recent actions by both the Securities and Exchange Commission (“SEC”) and the National...more

Small Business Securities Bulletin: SEC Proposed Pay-Versus-Performance Disclosure Rules

A periodic bulletin keeping small businesses informed about current developments in securities law and related matters. As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Securities and...more

Cross-Border Investigations Update - May 2015

In This Issue: - Recent Prosecutions and Settlements: FCPA Enforcement Trends and Developments: Recent U.S. Foreign Corrupt Practices Act enforcement trends include the growing importance of corporate...more

ISS Reports on Compensation Trends

ISS has issued a report on compensation trends incorporating data so far from this year’s proxy filings. According to ISS: - The most significant trend continuing in 2015 has been the move to performance-based pay,...more

Proxy Access – Week of May 10 – The Trend is Clear

During the week of May 10, 2015, 8-Ks were filed that disclosed 11 shareholder sponsored proxy access proposals passed and one failed. All required three percent ownership for three years and all were opposed by the company...more

The Recent SEC Attack on Confidentiality Agreements: What Employers Need To Know and Do Now

Introduction - • Employers typically impose confidentiality restrictions to protect trade secrets and confidential information, including when conducting internal investigations and in employee separation...more

Delaware Dismisses Caremark Claim Against DuPont

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

The Financial Report - Volume 4, No. 9 • May 2015 (Global)

Discussion and Analysis - Securities and investment advisory services offered through . . . That phrase is ubiquitous among small and “independent” financial services firms, regularly appearing in 6-point or...more

SEC Pushes for Enhanced Disclosure of Pay Versus Performance

On April 29, 2015, the Securities and Exchange Commission issued proposed regulations to implement section 14(i) of the Securities Exchange Act of 1934, as added by section 953(a) of the Dodd-Frank Wall Street Reform and...more

Sec Proposes Anticipated Rules on Pay-Versus-Performance Disclosure

On April 29, 2015, the SEC, in a 3-2 vote of the SEC Commissioners, approved proposed rules (the “pay-versus-performance disclosure”) that would require an issuer to disclose the relationship between the issuer’s executive...more

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