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Blog: Will The SEC Finally Provide Some Relief From The Nearly Incomprehensible Proxy Statement Requirement For A New Plan...

Keith Higgins, Director of Corp Fin, hinted that he might be giving us a welcome gift in the future: a revision of Item 10 of Schedule 14A, the proxy statement – in my view, a component of the disclosure rules that has too...more

IRS Issues Guidance on the Applicability of Section 162(m) to CFO Compensation

Summary: The IRS recently informally revised its guidance regarding which officers of public companies must be considered when determining the compensation deduction limitation of Section 162(m) of the Internal Revenue Code...more

ISS Ignores Contrary Studies In Adopting Overboarding Policy Change

ISS released its 2016 Benchmark Policy Recommendations last Friday. I had previously criticized ISS for its proposal to change its recommendation on withholding votes with respect to directors who sit on too many boards...more

The Carrot or the Stick? New Ways to Explain Why Compliance Builds a Stronger Bottom Line

There is a well-known truth that most business leaders get: bad ethics are bad for business. The reasons are as obvious as last week’s headlines: fines, investigations, remediations, and the like can take a huge toll...more

SEC Sees Surges in Tips and Claims in Dodd-Frank Whistleblower Program

The SEC’s fiscal year ended on September 30, 2015, and the 2015 Annual Report on the Dodd-Frank Whistleblower Program was issued Monday. According to the report, the SEC saw another surge in whistleblower tips and paid out...more

Proxy Access Update—Preparing for the 2016 Proxy Season

Proxy access predominated corporate governance issues for the 2015 proxy season, with over 100 proposals submitted on the topic, compared to 18 in 2014. Shareholder proponents achieved significant success in 2015, with an...more

Deaf Ears: The Surprising Truth About Employee Whistleblowers

In some ways, whistleblowers represent the ultimate fear within a company: an employee goes to a watchdog to report something unethical, illegal, or otherwise improper, and a legal and organizational battle begins that sucks...more

What 19 Eminent Law Professors Would Have You Believe

UCLA Law School Professor Stephen Bainbridge yesterday highlighted an amicus curiae brief filed recently by 19 law professors in Freidrichs v. California Teachers Ass’n. That case, which is now pending before the U.S....more

Securities and Corporate Governance Litigation Quarterly

Welcome to the fifth issue of Securities and Corporate Governance Litigation Quarterly, Seyfarth’s quarterly publication of the Securities & Financial Litigation Group focusing on decisions or other items of interest for...more

Business Litigation Alert: "Court Ruling Allows Whistleblower to Sue Board Members"

A recent ruling in California federal court (here) broadens legal protections for whistleblowers and expands who can be held liable in retaliation cases. In the case, Wadler v. Bio-Rad Labs., Inc., a federal judge ruled that...more

Preview of NAVEX Global’s 2015 Ethics and Compliance Virtual Conference

As 2015 draws to a close (where did the time go?), the 2016 planning season is in full swing. You likely already have an idea of initiatives you’ll want to tackle, but taking your ethics and compliance program to the next...more

Department of Labor Reissues Rules on Fiduciaries Investing in “Economically Targeted Investments”

The Department of Labor (DOL) has clarified the fiduciary implications of an employee benefit plan investing in so-called “socially responsible investments,” sometimes referred to as “impact investments” or “economically...more

N.D. Cal.: Internal Whistleblowers Are Protected and May Sue Individual Directors

On October 23, 2015, the U.S. District Court for the Northern District of California largely denied a motion to dismiss a whistleblower retaliation claim brought by a company’s former general counsel, ruling that: (I) the SOX...more

California Federal Court Expands Whistleblower Protections

What you need to know: Last week, the Northern District of California held in Wadler v. Bio-Rad Laboratories, a case of first impression, that members of a company’s Board of Directors can be held individually liable...more

Whistleblower Risk for Private Companies: Misperceptions About Whistleblower Protections Could Cost Private Companies

Sarbanes Oxley made it clear: publicly traded companies must protect whistleblowers from retaliation, or face large fines and legal actions. Yet a widely misunderstood ruling last year by the Supreme Court opened up...more

New Law Attempts To Clarify Legal Status Of LLC Employee Membership Purchase And Option Plans

California Labor Code Section 407 may be a bit of a surprise to many lawyers both in and outside of the state.  It provides: Investments and the sale of stock or an interest in a business in connection with the securing of a...more

Changes to French qualifying plans

On 7 August 2015, the Loi Macron introduced changes to French qualified restricted stock units ("RSUs"). It introduced a more favorable regime; however, in order to benefit from it companies will have to obtain shareholder...more

Securities and Governance Update: October 2015 Update

This summer, the SEC proposed a new clawback rule (Proposed Rule 10D-1) to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank). Section 954 of Dodd-Frank added a new...more

Employment Law - October 2015

FTC Offers Employers Lesson in FCRA Compliance—And Limited Exceptions - Why it matters: A California employer recently received a lesson in Fair Credit Reporting Act (FCRA) compliance from the Federal Trade...more

Blog: Are Whistleblowers Just Out For The Big Bucks?

Given that, last year, the SEC awarded $30 million to one whistleblower alone, it looks like a pretty good gig. The previous year, the SEC awarded a whistleblower $14 million. That’s not too bad either....more

Top Takeaways from the SEC's New Pay Ratio Disclosure Rules

On August 5, the Securities and Exchange Commission (“SEC”) adopted final rules requiring most public companies to make pay ratio disclosures pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act. The...more

Proxy Access: Round 2 Begins

Shareholder proponent James McRitchie, who was successful in persuading the SEC to reconsider its no-action position with Whole Foods on proxy access, has hinted at his intentions for the upcoming proxy season, or at least...more

Preliminary Planning for the 2016 Proxy Season

Some will want to start preliminary planning for the 2016 proxy season. It has been a bewildering year of developments, but most will be thankful that there are relatively few new rules that must be implemented at this time....more

Second Circuit Allows Whistleblower Retaliation Protection Without Reporting to SEC

September 10, 2015, in a 2-1 decision in Berman v. Neo@Ogilvy LLC, the US Court of Appeals for the Second Circuit ruled that whistleblowers who report securities law violations internally but not to the US Securities and...more

What Questions Executives Should Be Asking About Their D&O Insurance Following The New DOJ Policies Issued Last Week

As was recently reported in the New York Times and elsewhere, the Justice Department issued new policies last week that place individual executives as the focus of their prosecution efforts, and encourage companies to...more

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