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House Passes Encouraging Employee Ownership Act

On February 3, 2016, the House passed H.R. 1675, the Encouraging Employee Ownership Act of 2015. The bill directs the SEC to revise regulations to require an issuer to furnish investors with additional specified disclosures...more

U.S. Supreme Court Clarifies the Scope of ERISA Fiduciary Obligations in Recent Stock Drop Decision

In recent years, plaintiffs’ lawyers have brought numerous ERISA breach of fiduciary duty lawsuits against employers that offer employer stock funds in their 401(k) plans. These lawsuits are typically brought on behalf of...more

Supreme Court Revisits Stock Drop Fiduciary Standards

In Amgen v. Harris, the Supreme Court for the second time considered whether the plan participants sufficiently stated a claim against the plan fiduciaries for breach of fiduciary duty under ERISA by continuing to provide...more

The Supreme Court Meant What It Said On Employer Stock Funds

On January 25, 2016, in Amgen, Inc. v. Harris, 2016 WL 280886, the Supreme Court sent a strong message to the lower courts, plaintiffs and ERISA fiduciaries that pleading standards for breach of fiduciary duty prudence claims...more

The Big 401(k) Issue Many Don’t Focus On

The fixation and discussion about plan expenses usually flares up when the stock market isn’t doing well. Two major corrections within a 10-year period (2000-2010) made fee disclosure regulations inevitable.  With the way the...more

Be Careful What You Wish For – Dudenhoeffer May Do “More Harm Than Good” For ERISA “Stock Drop” Plaintiffs

In its June 2014 decision in Dudenhoeffer v. Fifth Third Bank, the U.S. Supreme Court unanimously declined to recognize a “presumption of prudence” that had favored retirement-plan fiduciaries faced with allegations of...more

DOL Sends Fiduciary Rule to OMB for Review

DOL has indicated that the final rule will be released in the first half of the year. The US Department of Labor (DOL) sent its final Conflict of Interest Rule—Investment Advice (with related exemptions and amendments to...more

FASB Updates for 2016 Financial Statements Could Impact Permissible Adjustments under Code Section 162(m)

IRC Section 162(m) provides that a public company may not deduct annual compensation paid to a “covered employee” in excess of $1,000,000 per year, other than certain “qualified performance-based compensation.” For these...more

SCOTUS Meant What It Said & Said What It Meant: Dudenhoeffer Imposes Higher Pleading Standards

In a rebuke to the Ninth Circuit, the Supreme Court granted the Amgen defendants’ petition for certiorari, reversed the Ninth Circuit’s judgment and remanded the case for further proceedings consistent with its opinion in the...more

Banking Disputes Quarterly - Q4 January 2016

On the Horizon - Many nancial services rms employ more women than men in junior roles. But analysis shows that the chances of women progressing from middle to senior management roles are worse in the nancial services...more

Securities Law and Corporate Governance Developments: A Look Back at 2015 and a Preview of 2016

Initiatives by Congress, the Securities and Exchange Commission (SEC), activist shareholders, and federal and state courts from 2015 will reshape public company disclosure and policies, and offer new avenues for private...more

More Flexible and Efficient, with Emphasis on Stakeholder Protection: Taiwan Amends the Business Mergers and Acquisitions Act

On January 8, 2016, an amendment (the “Amendment”) to Taiwan’s Business Mergers and Acquisition Act (the “Act”) has become effective. Through this amendment, the government hopes to encourage M&A activities in Taiwan by...more

Deadline Approaching for Reporting 2015 ISO Exercises and ESPP Transfers

Section 6039 of the Internal Revenue Code requires corporations to provide information statements to employees (including former employees) and information filings to the IRS regarding exercises of incentive stock options...more

Variable Annuities Are Retirement Investment Product of Interest in SEC’s 2016 Examination Priorities

As we discussed yesterday, the Securities and Exchange Commission’s (SEC’s) Office of Compliance Inspections and Examinations (OCIE) released its examination priorities for 2016 on January 11 (the “Examination Priorities”)....more

Creating ESOPs: 6 Essential Questions For Successful Employee Stock Ownership Plans

The Baby Boomer business owner has worked hard for a lifetime. The company is thriving. But retirement is in sight, and a big question looms: How do I convert a lifetime of hard work into a comfortable retirement income?...more

Holiday Pay: Clear Blue Skies Ahead?

Paying employees for their annual leave in the UK used to be viewed as a straightforward process, with many companies calculating holiday pay at the employee’s basic pay rate. However, in 2014, several employment law...more

Reminder to Perform Annual ISO/ESPP Reporting in January 2016

As discussed in our December 16, 2010 blog article, the IRS issued final regulations in 2009 under Section 6039 of the Internal Revenue Code (the “Code”) that require Employers to annually furnish each employee who exercised...more

SEC Whistleblower Report Shows Increase in “Tips”

The Securities and Exchange Commission’s (SEC) Office of the Whistleblower (Office) recently released its 2015 Annual Report on the Dodd-Frank Whistleblower Program (Report) (November 16, 2015)....more

Executive Compensation and Employee Benefits Alert: 2015 IRS Filing and Reporting Requirements for ISO Exercises and ESPP Stock...

This Client Alert is intended to remind you of certain year-end reporting requirements under Section 6039 of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to stock issued to employees (or former...more

Connecticut Court Clarifies SOX Whistleblower Pleading Standard

On December 15, 2015, the District of Connecticut refused to dismiss a SOX whistleblower retaliation claim, ruling that: (1) the heightened Rule 9(b) pleading standard for fraud claims does not apply to SOX whistleblower...more

Corporate Communicator - Winter 2016: 2016 Annual Meeting Season

Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

ERISA Fiduciaries May Factor Climate Change Issues Into Economic Analysis of Investments

New guidance from the US Department of Labor (“DOL”) clarifies the role of environmental, social and governance issues (referred to as “ESG factors”) in investment decisions by ERISA fiduciaries. ERISA Interpretive Bulletin...more

SEC Adopts Pay Ratio Disclosure Rule

The SEC adopted a final rule in August of 2015 requiring companies to disclose the ratio of their CEOs’ compensation to that of the median compensation of their employees, which includes part-time, temporary and foreign...more

Dodd-Frank Bounties Are Alive and Well - Both SEC and CFTC Issue Awards

The U.S. government has recently paid substantial awards when the Commodity Futures Trading Commission (“CFTC”) awarded $290,000 to a whistleblower for providing valuable information about violations of the Commodity...more

White & Case ECB News – Issue 2, 2015: An update on country rankings – operating employee share plans around the world

Since our last issue in August, we have continued to monitor countries which present significant risk to issuers and administrators when implementing and operating share plans, and highlighted countries which are not...more

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