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Structuring Private Equity Deals in 2017: Considerations for Buyers While They Wait for the Sun Capital Appeals to Play Out

Sun Capital Partners III, LP v. New England Teamsters and Trucking Industry Pension Fund has been analyzed extensively over the past four years, as it has made its way from the US District Court for the District of...more

Revenge of the Whistle-blower: Possible Consequences of Compliance Failures

In a company with a robust compliance culture, potential whistleblowers can express their concerns without fear of retribution. By contrast, the penalty for a culture that silences whistleblowers just got steeper. Companies...more

The Future of Investment Management Regulation: What to Expect in 2017

In this fast-changing regulatory environment, the long-term consequences – both intended and unintended – of recent White House actions remain uncertain, but looking into our crystal ball, we see certain trends emerging....more

Reconsider the Ratio: SEC Acting Chair Calls Pay Ratio Rule into Question

Acting Chairman of the Securities and Exchange Commission Michael Piwowar recently told Bloomberg in an interview that, pending confirmation of President Trump’s successor for chair of the SEC, the commission was “not going...more

No Change By Trump: Fiduciary Regulations Still Effective in April

On February 3, 2017 President Trump issued a memorandum directing the Secretary of the DOL to determine whether new fiduciary regulations impair the public’s access to retirement information and financial advice. Please...more

The SEC Expands Enforcement Program Based Upon Standard Corporate Separation Agreements

We have alerted you on two prior occasions regarding the Securities and Exchange Commission (SEC) imposing substantial fines and other penalties based solely on “boilerplate” language commonly found in corporate severance...more

President Issues Order Calling on the Department of Labor to Reconsider Fiduciary Rule

On February 3, 2017, President Donald J. Trump issued a memorandum directing the U.S. Department of Labor (DOL) to re-examine the DOL’s final rule on who is a “fiduciary” of an employee benefit plan under the Internal Revenue...more

Presidential Memo Directs Department Of Labor to Look At Conflict of Interest/Fiduciary Regulation Again

Many retirement plan sponsors, fiduciaries and retirement plan service providers and investment advisors have been waiting and hoping for a delay in the Conflict of Interest or Fiduciary (the “COI Package”) regulatory package...more

What 2016 Workplace Class Actions Filings Suggest Employers Are Apt To Face In 2017

Seyfarth Synopsis: Workplace class action filings were flat overall and even decreased as compared to levels in 2015. However, that is apt to change in 2017. In the 4th in a series of blog postings on workplace class action...more

DOL Fiduciary Rule Compliance—SEC Says Brokers Can Impose Their Own Commissions on Sales of “Clean” Fund Shares

On January 11, 2017, the SEC staff issued a no-action letter (the “Letter”) to Capital Research and Management Company in which the staff confirmed that the restrictions of Section 22(d) of the 1940 Act do not apply to a...more

Modern Whistleblower Retaliation Risk Require a Modern Framework

If compliance officers ever needed one more sign about the importance of anti-retaliation programs, it arrived on September 29, 2016. On that day, the Securities and Exchange Commission (SEC ) fined a company that makes...more

"Avoiding an ISS Negative Recommendation: Considerations for Companies Seeking Shareholder Approval of Equity Incentive Plan...

As the 2017 proxy season approaches, companies may be preparing to solicit shareholder approval for a new, or an amendment to an existing, equity incentive plan. In doing so, companies should keep in mind the positions of...more

Delaware Chancery Court Throws Out Claims Over $10 Million Severance Payment to CEO

Seyfarth Synopsis: A Delaware Chancery Court judge last week dismissed a derivative complaint seeking to recover a $10 million severance payment made to a corporation’s former CEO because he found that plaintiff shareholder...more

Structured Thoughts: News for the financial services community, Volume 8, Issue 1

U.S. Court of Appeals Upholds SEC’s Backtesting Finding - In a 2016 case before the U.S. Court of Appeals for the D.C. Circuit, a former investment adviser lost a petition to review and vacate the decision of an SEC...more

DOL Updates Guidance on Proxy Voting by Plan Fiduciaries

On December 29, 2016, the U.S. Department of Labor (the “DOL”) released Interpretive Bulletin 2016-1 (“IB 2016-1”) relating to the voting of proxies on securities held in employee benefit plans. IB 2016-1 withdraws the...more

New Guidance Restores 1994 ERISA Proxy Voting Interpretation

The DOL bulletin also clarifies the ability to consider ESG factors in proxy voting and shareholder engagement. On December 29, 2016, the Department of Labor (DOL) issued Interpretive Bulletin 2016-1 (IB 2016-1),...more

Unfair prejudice and wrongful dismissal: combining claims

The High Court has considered whether it is possible to bring a claim for wrongful dismissal within a petition for unfair prejudice under section 994 of the Companies Act 2006....more

Mind the (Pay) Gap: Retailers May Want to Prep for Pay Equity Inquiries From Investors

In 2016, several technology companies received or responded to proposals from investors that requested shareholder votes regarding whether the companies should be required to prepare reports addressing their policies and...more

The Difference Between Being Right and Doing Right

Not long ago I wrote about the Securities and Exchange Commission’s recent enforcement actions against companies that include pretaliation clauses in their employment contracts. I posted the article online, and one compliance...more

Reminders for US Public Companies for the 2017 Annual Reporting and Proxy Season

This memorandum outlines certain considerations for US public companies in preparation for the 2017 annual reporting and proxy season. Part I of this memorandum discusses new developments and practical action items for the...more

Executive Compensation Alert: IRS Filing and Reporting Requirements for ISO Exercises and ESPP Stock Transfers

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

In Case You Missed It: Launch Links - January, 2017

Some interesting links we found across the web this week: Some Tweaks to Build Employee Loyalty - Job hopping is the new normal for many startup employees, but turnover can hurt morale and company culture....more

The SEC Continues to Impose Fines and Other Penalties on Companies Based Solely on the Content of Their Standard Corporate...

In August 2016, we highlighted that companies may want to review the content of their standard severance agreements, settlement agreements, confidentiality agreements and similar documents in light of an unprecedented...more

New guidance from SEC aims to help investment management industry respond to fiduciary rule: a closer look

While not yet in force, the US Department of Labor's new fiduciary rule and related best interest contract exemption (together, the Fiduciary Rule) together are having a profound impact on mutual funds, particularly regarding...more

SEC Staff Provides Guidance on Disclosure of Sales Load Variations and Filing of New Share Classes in Light of the DOL Fiduciary...

On December 16, 2016, the Division of Investment Management (IM) of the Securities and Exchange Commission (SEC) published a Guidance Update (the Guidance) providing guidance on disclosure issues and filing requirements...more

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