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Pay Ratio Disclosure Guidance from the SEC (and a Reminder)

As everyone knows by now, the SEC adopted new pay ratio disclosure rules in August 2015. The good news back then was that the rules are effective for compensation during the first fiscal year beginning on or after January 1,...more

SEC Staff Releases New C&DIs on CEO Pay Ratio Disclosure

On October 18, 2016, the Staff of the Division of Corporation Finance (Division) of the Securities and Exchange Commission (SEC) released new Compliance & Disclosure Interpretations (C&DIs) for the controversial pay ratio...more

SEC Releases New Interpretations on CEO Pay Ratio Disclosure

On October 18, 2016, the staff of the Division of Corporation Finance of the Securities and Exchange Commission published five new Compliance & Disclosure Interpretations (CDIs) related to CEO pay ratio disclosures. The CDIs...more

The SEC Speaks: How to Identify the Median Employee for Your Pay Ratio Disclosure

The SEC’s Division of Corporation Finance posted five new Compliance and Disclosure Interpretations (C&DIs) regarding the pay ratio disclosure requirements in Item 402(u) of Regulation S-K on October 18, 2016. The “pay ratio”...more

"SEC Staff Issues Interpretive Guidance on Pay Ratio Rules"

On October 18, 2016, the staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) issued interpretive guidance on the pay ratio disclosure requirements in Item 402(u) of...more

SEC Opens up the Toolbox to File First Stand-alone Whistleblower Retaliation Case

Welcome back to Whistleblower Week here at Cady Bar the Door. It is a glorious time. Today we discuss In re International Game Technology, Inc., filed on September 29th. While it has done this before alongside other...more

HK's Bill Ross Gives Update From The State Bar Business Law Section's Corporations Committee -- SEC Continues Actions Against...

In separate actions on August 10, 2016 and August 16, 2016, the Securities and Exchange Commission (“Commission”) has again brought enforcement actions against companies for having confidentiality provisions in their...more

SEC Smacks Another Company for Impeding Whistleblowers by Prohibiting Monetary Awards

As we discussed, in early August the SEC sued BlueLinx Holdings, Inc. for violations of Rule 21F-17(a) for the way it structured its severance agreements to prevent departing employees from collecting monetary awards if they...more

The SEC Hates It When You Discourage Whistleblowing

There have been lots of developments on the whistleblower front over the last couple months, and we’ve covered none of them here at Cady Bar the Door. Let’s try to catch up. Today we’ll discuss the first of this recent...more

ISS Survey Results Regarding Pay-for-Performance and Say-on-Pay Frequency

Institutional Shareholder Services Inc. (“ISS”), the influential proxy advisory firm, recently released their 2016-2017 Global Policy Survey results. These results show some interesting findings related to executive...more

A Review of Recent Whistleblower Developments

SEC Brings First Stand-Alone Whistleblower Retaliation Enforcement Action - On September 29, 2016, the U.S. Securities and Exchange Commission (SEC) brought its first stand-alone whistleblower retaliation case under...more

UK Regulators Consult on Compensation Guidance

The Prudential Regulation Authority and the Financial Conduct Authority published proposed revised guidance on remuneration, principally to bring their guidance into line with the European Banking Authority's Guidelines on...more

SEC Targets Whistleblower Retaliation

The Securities and Exchange Commission (SEC) recently announced a settlement with a Nevada corporation of its first stand-alone whistleblower anti-retaliation case. On September 29, the SEC announced a $500,000 sanction...more

SEC Fines Employers for Release Language Disclaiming Right to Monetary Recovery from Whistleblower Complaints

Over the past several years, legal counsel has urged employers to add language to release agreements used with employees to make clear that nothing in those documents will act to prevent an employee or former employee from...more

Pay-To-Play Meets The California Labor Code

In 2010, the Securities and Exchange Commission adopted a rule (17 CFR § 206-4(5)) prohibiting an investment adviser from providing advisory services for compensation to a government client for two years after the adviser or...more

How the DOL’s Impartial Conduct Standard Affects Exemptions Used by Financial Services Companies

In conjunction with its issuance in April 2016 of a new regulation redefining the concept of “investment advice” for purposes of fiduciary status under ERISA and Section 4975 of the Code, the Department of Labor amended a...more

Limits on 401(k) Plan Brokerage Windows

Many companies have recently modified their 401(k) plans to add a “brokerage window,” sometimes also known as a “self-directed account” or “self-directed brokerage account.” Rather than limiting participants to specified...more

Using Phantom Stock in a Family-Owned Business

Like any business, a family-owned business needs to attract, retain, motivate and reward key employees. A competitive salary and benefits package may not be enough to do this in today’s market. Many businesses issue stock or...more

SEC Settlements Put Severance Agreements Under Increased Scrutiny

The Securities and Exchange Commission (SEC) recently announced settlements with two companies for using severance agreements that allegedly violated Rule 21F-17. [Order Instituting Cease-And-Desist Proceedings, In the Matter...more

OSHA Makes it Harder to Settle Whistleblower Claims.

As you may or may not know, OSHA administers the whistleblower portions of about 22 federal statutes. Similar to the recent information from the SEC about problematic language in settlement agreements, OSHA, in its role as...more

Ninth Circuit Holds that SOX 304 Clawback Applies to Executives that are Not at Fault

The Ninth Circuit recently held that Section 304 of the Sarbanes-Oxley Act (SOX 304) allows for a clawback of certain CEO and CFO compensation regardless of whether the clawback was triggered by the personal misconduct of...more

Introduction of the Empowering Employees through Stock Ownership (EESO) Act

On July 12, 2016, the Empowering Employees through Stock Ownership (EESO) Act (S. 3152) was introduced to the U.S. Senate by Sens. Mark R. Warner (D-VA) and Dean Heller (R-NV). The Act is intended to make it easier for...more

District Court Rules on ERISA Liability of Board and ESOP Advisory Committee Members in ESOP Transactions

On Sept. 1, 2016, the U.S. District Court for the Northern District of Illinois issued its decision in the Antioch employee stock ownership plan (ESOP) fiduciary litigation. The court held that the Antioch Board of Directors...more

SEC Whistleblower Enforcement Actions Related to Severance Agreements

On August 30, 2016, the U.S. Securities and Exchange Commission (“SEC” or the “Commission”) reaffirmed its commitment to its whistleblower program by issuing the second largest award in its five-year history. While admittedly...more

The SEC Continues to Limit Language in Employment-Related Contracts

In orders issued just six days apart last month, the U.S. Securities and Exchange Commission (SEC) rejected language in severance agreements requiring employees to waive rights to receive additional monetary recovery,...more

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