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SEC Targets Confidentiality Agreements That Stifle Whistle-Blowing

On April 1, 2015, the Securities and Exchange Commission (“SEC”) announced its first enforcement action and settlement against a company for violations of the whistleblower protection provisions of the Dodd-Frank Act...more

In Case You Missed It - Interesting Items for Corporate Counsel - April 2015

We knew someone would do this for us if we just waited long enough. A summary of early trends in proxy access responses suggests most are including the shareholder proposal and recommending a no vote. See here. Only a single...more

UK Update - Whistleblowing: When is a disclosure made in the public interest?

In Chestertons –v– Nurmohamed, the Employment Appeal Tribunal has given the first appellate guidance on when a worker’s disclosure is made in the public interest, so as to attract whistleblower protection....more

How to Conduct Internal Investigations Outside the United States

Think of a U.S.-headquartered multinational when it receives an allegation of serious misconduct at one of its overseas operations. Maybe the company whistleblower hotline just got a tip that a secretary in the Buenos Aires...more

UK Update - Whistleblowing: When is a disclosure made in the public interest?

In Chestertons –v– Nurmohamed, the Employment Appeal Tribunal has given the first appellate guidance on when a worker’s disclosure is made in the public interest, so as to attract whistleblower protection....more

SEC Says Employer's Confidentiality Agreement Violates Dodd-Frank

Employers paying severance to separated employees usually require written release agreements that include a confidentiality provision. The employee is prohibited from disclosing the existence of the agreement, or from...more

Three Thoughts about the SEC’s First “Pretaliation” Case

I was on a flight last Wednesday when the SEC released the first of what whistleblower chief Sean McKessy has dubbed “pretaliation” cases against KBR, Inc. When I landed I had several emails from colleagues, asking, “Did you...more

Employer’s confidentiality agreement triggers SEC action and penalty - review and revise agreements now

Consistent with its prior announcements that it will protect and encourage whistleblowers, the SEC recently announced its “first enforcement action” against a company for using allegedly restrictive language in an agreement...more

Carefully Draft NDAs to Avoid Whistleblower Concerns

In light of the SEC’s first enforcement action against a company for impeding whistleblower activity in violation of Rule 21F-17, employers may wish to consider clarifying in their agreements, policies and practices that...more

Locke Lord QuickStudy: IRS Clarifies Performance-Based Compensation Exception Under Code Section 162(m)

On March 31, 2015, the Internal Revenue Service (IRS) published final regulations under Section 162(m) of the Internal Revenue Code (the Code). Code Section 162(m) disallows a deduction by any publicly-held corporation for...more

Ensure Compliance with Final Regulations on Equity Awards

The Department of the Treasury has issued final regulations setting forth changes to the current regulations under Internal Revenue Code (Code) Section 162(m). Code Section 162(m) precludes a deduction by a public corporation...more

Do Your Confidentiality and Employment Agreements Violate SEC Whistleblower Protection Rules?

As the SEC takes aim at whistleblower “pretaliation” (attempts to muzzle whistleblowers via confidentiality and other employment agreements—overt or otherwise) ethics and compliance officers need to take practical steps to...more

SEC Cracks Down On Employment Agreements That Stifle Corporate Whistleblowers

On April 1, 2015, the Securities and Exchange Commission (“SEC”) gave a boost to corporate whistleblowers, reaching its first settlement with a company accused of stifling whistleblowing activity through the use of...more

"SEC Enforces Whistleblower Protection Rule Against Restrictive Confidentiality Agreement"

On April 1, 2015, the U.S. Securities and Exchange Commission (SEC) announced its first enforcement action against a company for a restrictive provision in confidentiality agreements that could deter employees from using the...more

IRS Releases Amended Section 162(m) Regulations Clarifying How to Preserve the Deductibility of Certain Compensation for Public...

The Internal Revenue Service recently amended the regulations under Internal Revenue Code Section 162(m). Section 162(m) applies to publicly held companies and generally limits the tax deduction that a public company is...more

SEC Charges KBR, Inc. with Using a Confidentiality Agreement that Could "Chill" Whistleblowing

About six months ago, the Director of the Office of the Whistleblower warned that the SEC was “going to bring a case where somebody has asked an employee or forced an employee to sign a document that in order of substance...more

The SEC’s New Whistleblower Action: Is It Counterproductive?

The SEC brought its first enforcement action centered on corporate restrictions which could impact employee whistleblowers, deterring them from reporting to the agency. ...more

The SEC Enforces Whistleblower Protection from Confidentiality Agreements

Earlier this week, the SEC announced in a first-of-its-kind enforcement action that certain KBR, Inc. confidentiality agreements violated the whistleblower protections of the Dodd-Frank Act....more

Changing the Status Quo with Extended Option Programs

As technology companies find themselves pushing back IPO timelines and staying private for longer periods of time, they continue to aggressively compete for talent, often against public companies like Google and Facebook. ...more

SEC Cracks Down on Confidentiality Provisions that Restrict Whistleblowers

On April 1, 2015, the Securities and Exchange Commission (“SEC”) announced an enforcement action and corresponding settlement arising out of an employer’s confidentiality agreement. The SEC contended that the agreement...more

Don't Silence the Whistle: SEC Enforcement Action Attacks Employer's Confidentiality Agreement as Whistleblower Interference

On April 1, 2015, the Securities and Exchange Commission (SEC) announced its first enforcement action based upon improperly restrictive language in a Houston-based technology and engineering firm’s employee confidentiality...more

Section 162(m) Final Regulations Clarify Requirements for Exemptions to $1 Million Deduction Limitation

Section 162(m) generally limits to $1 million the amount that a public company can annually deduct with respect to remuneration paid to certain covered employees. This deduction limitation, however, does not apply to...more

Recent SEC Enforcement Action Against KBR Warns Against Restrictive Confidentiality Agreements

The SEC Enforcement Action - A recent enforcement action by the U.S. Securities and Exchange Commission aims to protect employees from signing confidentiality agreements that would prevent them from acting as...more

Final IRS Regulations Under Section 162(m) Will Impact Transition Rule Applicable to Newly Public Companies

On March 31, 2015, the IRS issued final regulations under Section 162(m), the tax code provision which limits the deduction for compensation paid to certain public company executive officers. As signaled by the proposed...more

SEC Announces Action Against Company for Using Confidentiality Agreements That Allegedly Could Deter Whistleblowers

As we discussed in a post last month, the SEC has been closely scrutinizing whether companies may be using non-disclosure and confidentiality agreements that could discourage employees from acting as whistleblowers and...more

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