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Dodd-Frank Splits Courts on Granting Whistleblower Protections

As more claimants take advantage of the U.S. Securities and Exchange Commission's (SEC) whistleblower program created under the Dodd-Frank Act of 2010, courts have increasingly been called upon to decipher the law's...more

Non-U.S. Whistleblower's Dodd-Frank Retaliation Claim Rejected

On Aug. 14, the U.S. Court of Appeals for the Second Circuit issued a decision that helps clarify the territorial reach of the anti-retaliation provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act, 15...more

SEC Awards $300,000 to an Audit & Compliance Professional for Whistleblowing: Key Implications & Lessons Learned

Last week, the SEC announced its first whistleblower award to an audit and compliance professional. The $300,000 award announcement noted that the recipient had “reported concerns to appropriate personnel within the company,...more

SEC Gives $300,000 Whistleblower Award to Audit and Compliance Employee

Last week the SEC announced that, for the first time, it had made a whistleblower award to an employee who performs audit and compliance functions at a company. As the SEC noted in its order in the case, although its...more

Delaware’s Adoption of Garner — and Practical Ways to Respond

On July 23, 2014, the Delaware Supreme Court in Wal-Mart Stores Inc. v. Indiana Electrical Workers Pension Trust Fund IBEW held that plaintiff stockholders, who make a showing of good cause, can inspect documents concerning a...more

Muzzling Whistleblowers: When Confidentiality Agreements Go Too Far

Confidentiality agreements can be useful to a company. For example, they can ensure that employees are aware of their company’s valuable trade secrets and can establish requirements to safeguard those assets. But when do...more

Lead Director Network: Viewpoints: Proxy trends and advisory firm policy

Lead Director Network (LDN) and Compensation Committee Leadership Network (CCLN) members met jointly on July 17, 2014 to discuss proxy advisory firm policy and trends from the 2014 proxy season. They were joined for part of...more

Fourth Circuit Adds Even More Complexity to Benefit Plan Fiduciaries' Role

The U.S. Supreme Court’s recent Dudenhoeffer decision demonstrated that benefit plan fiduciaries are definitely in the litigation spotlight, and that they should exercise caution to avoid fiduciary liability in garden-variety...more

Overheard at the Airport: Material, Non-Public Information

I was recently in a business lounge at the airport in Atlanta, and was amazed to be bombarded by executives on their cell phones loudly conducting business. Sitting within earshot, I learned that a large manufacturer...more

Dear organization XYZ, you need a whistleblower program - Here's why

If an organization responds quickly to allegations brought on by a whistleblower, this is an opportunity - handed on a silver platter - for that organization to be proactive and take charge of the alleged issue(s). This, in...more

Be Careful Where You Whistle While You Work: Courts Impose Limits on Dodd-Frank's Protection for FCPA Whistleblowers

The Dodd-Frank Wall Street Reform and Consumer Protection Act was heralded as providing whistle-blowing employees protection from retaliation by their employers. In Liu v. Siemens AG, handed down last week, the Second Circuit...more

Second Circuit Rejects Extraterritorial Application of Dodd-Frank’s Whistleblower Anti-Retaliation Provision

On August 14, the United States Court of Appeals for the Second Circuit became the first U.S. appellate court to weigh in on the extraterritorial application of the whistleblower provisions of the Dodd-Frank Wall Street...more

Second Circuit Holds That Dodd-Frank Act Does Not Protect Whistleblower Outside U.S. Territory

Thursday's post on the SEC’s whistleblower program discussed among other topics the question of whether the Dodd-Frank Act protects employee whistleblowers from retaliation by their employers where the employees only raise...more

Happy Birthday Dodd-Frank: The Whistleblower Program Milestones and How They’ve Impacted Business Ethics Training

Did you have some cake? Break out the balloons? While it’s hard to believe, it is true. Our little Dodd-Frank, signed into law by President Obama in 2010, is already four years old and about ready for pre-school. Although we...more

Can You Hear the Whistle Blowing?: SEC Punishes Company that Did Not Address Fraud Allegations by Whistleblower

The U.S. Securities and Exchange Commission recently announced the latest whistleblower bounty awarded under the Dodd-Frank Act, which authorizes rewards for original information about violations of securities laws. ...more

Court of Appeal Clarifies Directors’ Fiduciary Duties and the Business Judgment Rule for Executive Compensation Matters

The Court of Appeal for Ontario recently affirmed the nature of directors’ and officers’ fiduciary duties and clarified the application of the business judgment rule in the context of a dispute regarding executive...more

SEC Issues Whistleblower Award, Waives Voluntary Requirement

The Securities and Exchange Commission (SEC) decided that a whistleblower who did not “voluntarily” provide information to the SEC was nonetheless eligible to receive a monetary award of $400,000. The whistleblower’s...more

Fourth Circuit Adopts More Demanding Test for Exercise of Objective Prudence by Retirement Plan Fiduciaries -Tatum v. RJR Pension...

In the latest ruling in a long-running battle arising from company stock fund divestments, the U. S. Court of Appeals for the Fourth Circuit has underscored the importance of procedural prudence in the management of plan...more

The Supreme Court Extends SOX Whistleblower

On its face, the Sarbanes-Oxley Act of 2002 (“SOX”) is concerned with the conduct of publicly-traded, not privately-held, companies. SOX, after all, grew out of the scandalous and widely damaging failures of public companies...more

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

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