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Equity Incentives Update - Spring 2017

Welcome to issue 1 of our Equity Incentives Update, dedicated to keeping companies informed about legal and regulatory developments affecting share-based incentives. In this issue we cover... Please see full...more

"Key Takeaways: Lessons Learned From Tax-Related Whistleblower Litigation and Shareholder Actions"

On March 8, 2017, Skadden hosted a webinar titled “Lessons Learned From Tax-Related Whistleblower Litigation and Shareholder Actions.” The Skadden panelists were tax partners Nathaniel Carden and Armando Gomez, and litigation...more

"Key Takeaways: Corporate Governance Series — Key Trends in Executive Compensation, Employment Law and Compensation Committee...

On February 28, 2017, Skadden hosted a webinar titled “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” The Skadden panelists were labor and employment law partner David Schwartz,...more

Who is a Whistleblower Now?

On March 8, 2017, the United States Court of Appeals for the Ninth Circuit created a new wave in the ongoing debate over the scope of Dodd-Frank’s anti-retaliation or “whistleblower” protections. In Somers v. Digital Realty...more

Ninth Circuit Widens Split on Dodd-Frank Whistleblower Provisions

The Ninth Circuit joined the Second Circuit in concluding that the Dodd-Frank whistleblower provisions protect from retaliation those who report internally at the company but not to the SEC, despite the literal language of...more

Capital Formation Bills Approved by House and Senate Committees

On March 9, 2017, a number of bipartisan bills designed to promote capital raising for companies were approved by the House Financial Services Committee and the Senate Committee on Banking, Housing and Urban Affairs. ...more

Ninth Circuit Adds to Circuit Split on Dodd-Frank Anti-Retaliation Protection for Internal Whistleblowers

On Wednesday, March 8, 2017, a divided panel of the Ninth Circuit Court of Appeals held that Dodd-Frank anti-retaliation protection extends to whistleblowers who report alleged unlawful activity internally but not to the...more

Ninth Circuit — Dodd-Frank Protects Internal Whistleblowers

On March 8, 2017, a split three-judge panel of the Ninth Circuit Court of Appeals affirmed a Northern District of California decision declining to dismiss a Dodd-Frank whistleblower retaliation claim because the plaintiff did...more

Maryland District Court Dismisses SOX and Dodd Frank Whistleblower Claims

On March 1, 2017, the District of Maryland dismissed a Dodd Frank whistleblower retaliation claim because the plaintiff failed to allege that he had complained directly to the SEC about a violation of securities laws, and...more

Why You Shouldn’t Relax on Pretaliation—Even if Policymakers Do

About two years ago, the Securities and Exchange Commission (SEC) made history when it brought the first “pretaliation” whistleblower enforcement action against KBR Inc., a technology and engineering firm in Houston. The...more

Looking Forward: Canadian Class Actions in 2017

As we start 2017, uncertainty abounds. Donald J. Trump’s ascension to the Presidency and populist movements in Europe and Britain are set to upend global norms and challenge the status quo. Serious questions are being raised...more

How An Employee/Shareholder Can Protect Oneself Against Oppression

Because termination of one’s employment does not necessarily equate to shareholder oppression under New Jersey law, as seen in my last post, it is often a good idea to take proactive measures to inoculate yourself against a...more

In Case You Missed It - Interesting Items for Corporate Counsel - January 2017

The SEC published a white paper about Regulation A+, What Do We Know So Far?, here. Since changes to Regulation A in June 2015, there have been 147 Regulation A offerings, seeking $2.6 billion, that have raised about $190...more

Termination of Employment as Minority Shareholder Oppression

A common theme among minority shareholders seeking legal representation is termination of employment. Readers of this blog may be aware that termination can often constitute minority shareholder oppression, warranting a...more

Standards and Guidelines for Redeployment of EB-5 Investment Funds

This White Paper sets forth a legal framework for establishing the standards and guidelines for redeployment of investment funds by a “new commercial enterprise” (“NCE”) received from investors (“EB-5 Investors“) seeking to...more

Executive Compensation and Benefits Alert: Nuisance Plaintiffs Pursue Novel Theories to Exact Section 16 Settlements

The so-called “short-swing profit rule” under Securities Exchange Act Section 16(b) generally prohibits officers and directors as well as 10 percent shareholders of a U.S. public company from profiting from any purchase or...more

SEC Whistleblower Protection: Recent Cautionary Tales and New Best Practices

Although 2017 has barely begun, the Securities and Exchange Commission (SEC) has continued to aggressively pursue enforcement actions against companies for whistleblower-related violations. As part of its initiative, the SEC...more

Structuring Private Equity Deals in 2017: Considerations for Buyers While They Wait for the Sun Capital Appeals to Play Out

Sun Capital Partners III, LP v. New England Teamsters and Trucking Industry Pension Fund has been analyzed extensively over the past four years, as it has made its way from the US District Court for the District of...more

Revenge of the Whistle-blower: Possible Consequences of Compliance Failures

In a company with a robust compliance culture, potential whistleblowers can express their concerns without fear of retribution. By contrast, the penalty for a culture that silences whistleblowers just got steeper. Companies...more

The Future of Investment Management Regulation: What to Expect in 2017

In this fast-changing regulatory environment, the long-term consequences – both intended and unintended – of recent White House actions remain uncertain, but looking into our crystal ball, we see certain trends emerging....more

Reconsider the Ratio: SEC Acting Chair Calls Pay Ratio Rule into Question

Acting Chairman of the Securities and Exchange Commission Michael Piwowar recently told Bloomberg in an interview that, pending confirmation of President Trump’s successor for chair of the SEC, the commission was “not going...more

No Change By Trump: Fiduciary Regulations Still Effective in April

On February 3, 2017 President Trump issued a memorandum directing the Secretary of the DOL to determine whether new fiduciary regulations impair the public’s access to retirement information and financial advice. Please...more

The SEC Expands Enforcement Program Based Upon Standard Corporate Separation Agreements

We have alerted you on two prior occasions regarding the Securities and Exchange Commission (SEC) imposing substantial fines and other penalties based solely on “boilerplate” language commonly found in corporate severance...more

President Issues Order Calling on the Department of Labor to Reconsider Fiduciary Rule

On February 3, 2017, President Donald J. Trump issued a memorandum directing the U.S. Department of Labor (DOL) to re-examine the DOL’s final rule on who is a “fiduciary” of an employee benefit plan under the Internal Revenue...more

Presidential Memo Directs Department Of Labor to Look At Conflict of Interest/Fiduciary Regulation Again

Many retirement plan sponsors, fiduciaries and retirement plan service providers and investment advisors have been waiting and hoping for a delay in the Conflict of Interest or Fiduciary (the “COI Package”) regulatory package...more

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