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IRS Simplifies Rules for Participants in Canadian Plans – Or Does it?

Under the US-Canada Income Tax Treaty, U.S. taxpayers who participate in Canadian registered retirement savings plans (RRSPs) and registered retirement income funds (RRIFs) (the Canadian Plans) are not required to pay tax on...more

Changes on Horizon for Equity Compensation Plans as ISS Issues New Draft Policy

Recent announcements by Institutional Shareholder Services Inc. (“ISS”), a proxy voting advisor, indicate that publicly held U.S. companies may need to consider implementing certain modifications to their equity compensation...more

FINRA Again Cautions Against Confidentiality Provisions Silencing Whistleblowers

As reported this week by Law360 (subscription required), the Financial Industry Regulatory Authority (FINRA) recently issued a reminder (Regulatory Notice 14-40) warning firms against the use of confidentiality provisions in...more

FINRA Reminds Anti-Whistleblower Provisions Are Not Permitted in Settlement Agreements

FINRA has published a regulatory notice where it reminds firms that it is a violation of FINRA Rule 2010 (Standards of Commercial Honor and Principles of Trade) to include confidentiality provisions in settlement agreements...more

TSX Adopts Extension Amendments Regarding Security-Based Compensation Arrangements and Backdoor Listings

The Toronto Stock Exchange has adopted amendments to the TSX Company Manual, which: - allow listed issuers to adopt security-based compensation arrangements for employees of a target company in the context of an...more

All Whistleblowers, listen up! Seven figure chump change or eight-figure bonanza, what will it be?

All Whistleblowers, listen up! Seven figure chump change or eight-figure bonanza, what will it be? Several events happened in the last few months to inspire conversation about whistleblowers. First, on July 30, 2014,...more

Quarterly Investment Update - 3rd Quarter 2014

Stock Market Commentary - The S&P 500 has tallied 34 new highs year-to-date but it became a much bumpier ride in the third quarter. The S&P 500 ended the quarter up a mere 1.1%, though it was the leader among global...more

Private Equity Fees and Expenses [Video]

Pepper partner and co-chair of the firm's Funds Services Group, Julia D. Corelli, recently presented at a special luncheon for the CFA Society of Philadelphia where she discussed how PE firms' fees and expenses are being...more

Blog: Will The New Coca-Cola Guidelines Become The “Classic” Model Or Just “New Coke”?

Coca-Cola’s decision to scale back the use of its equity compensation plan and adopt “equity stewardship guidelines” has certainly received a lot of press – for an equity plan, that is. (See for example, these pieces, in the...more

PBGC Intends to Monitor Lump-sum and Annuity Cashouts Under Defined Benefit Plans

The Pension Benefit Guaranty Corporation (PBGC) stated in a filing published in the Federal Register on September 23, 2014, that it intends to require that plan sponsors report to the PBGC “certain undertakings” to cashout or...more

Fourth Circuit Places Burden on Defendants to Disprove Loss Causation in Fiduciary Breach Cases

In Tatum v. RJR Pension Investment Committee, No. 13-1360 (August 4, 2014), a divided panel of the U.S. Court of Appeals for the Fourth Circuit held that, if the plaintiff in an ERISA fiduciary breach case proves that the...more

SEC Whistleblower Program Achieves Critical Mass with $30 Million Payout and Award to Compliance/Internal Audit Professional

Two recent Dodd-Frank whistleblower awards suggest that the program is becoming the kind of “game changer” for law enforcement that many had predicted. The program, which took effect in August 2011, mandates the payment of...more

Second Circuit To Decide Retroactivity of Dodd-Frank Bounty Provision

As discussed in a Law360 article by Ed Beeson, the Second Circuit Court of Appeals will decide in Stryker v. SEC, No. 13-cv-4404, whether the SEC needs to pay Dodd-Frank whistleblower bounties to tipsters who provided...more

Senate Unanimously Approves Bill Modifying ERISA Section 4062(e)

On September 16, 2014, the United States Senate unanimously approved Senate Bill 2511, which would amend Section 4062(e) of the Employee Retirement Income Security Act of 1974, as amended (ERISA), to clarify the definition of...more

Will They Blow the Whistle for $30 Million? Whistleblower Rewards are Rising, Companies and Individual Lawyers Warned Not to Stand...

Last week, the U.S. Securities and Exchange Commission (“SEC”) announced that it expects to pay the largest whistleblower reward pursuant to Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act...more

Second Circuit: No Dodd-Frank Protections for Whistleblowers Overseas

The U.S. Second Circuit Court of Appeals made an important ruling in August, deciding that the whistleblower protections in the 2010 Dodd-Frank Act do not cover individuals who work for companies located outside the United...more

Supreme Court Urged to Consider Excessive Fee Case

The Supreme Court will soon announce whether it will address the scope of ERISA’s six-year statute of repose when applied to a claim that investments selected more than six years before suit commenced were imprudent due to...more

House Passes Bill H.R. 5405 “Promoting Job Creation and Reducing Small Business Burdens Act”

On September 16, the House of Representatives passed H.R. 5405 “Promoting Job Creation and Reducing Small Business Burdens Act.” The bill addresses a number of Jumpstart Our Business Startups Act (JOBS Act)-related matters,...more

FINRA Rule 3110(e)

The Financial Industry Regulatory Authority (“FINRA”) recently filed a proposal with the Securities and Exchange Commission (“SEC”) to amend FINRA’s rule governing member firms’ background investigations into associated...more

CEO Hit With Sarb-Ox Clawback

The former CEO of Saba Software, Inc. agreed to repay over $2.5 million in bonuses, other incentive-based or equity-based compensation, and stock sale profits pursuant to Section 304(a) of the Sarbanes-Oxley Act. The action...more

Supreme Court Establishes New Standard for Fiduciaries of ESOP Plans

The Supreme Court, in Fifth Third Bancorp v. John Dudenhoeffer (Dudenhoeffer), recently established new standards for determining when fiduciaries of Employee Stock Ownership Plans (ESOPs) act prudently regarding a company’s...more

Morgan Stanley Settles MBS Class Action with Pension Funds

On September 8, a stipulation and agreement of settlement was filed in relation to an action brought against Morgan Stanley & Co. by a group of pension funds led by Public Employees’ Retirement System of Mississippi and the...more

New House Bills Seek To Relax Some SEC Requirements And Help Reverse The Growth In Income Inequality

Hat tip to thecorporatecounsel.net blog for identifying these two new House bills. H.R. 5405, Promoting Job Creation and Reducing Small Business Burdens Act, is intended to relax some additional requirements for Emerging...more

Think High Stakes Whistleblowing is Just a U.S. Phenomenon? Think Again.

Today the SEC announced that it will pay $30 million to a whistleblower in the largest award ever doled out by the agency. This news is monumental and will send shock waves around the financial world—along with gut...more

Larger Rewards For Wall Street Whistleblowers May Be On The Horizon

As reported by the Wall Street Journal, the Obama administration will seek to remove the $1.6 million cap on rewards to whistleblowers who provide evidence of criminal conduct by financial executives under the 1989 Financial...more

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