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SEC Awards Third Highest Whistleblower Award to Date

On July 17, 2015, the SEC announced a whistleblower award of over $3 million to a company insider who provided information that “helped the SEC crack a complex fraud.” This payout represents the third highest award under the...more

CalPERS Claims Success; Proxy Monitor Says CalPERS Success Leads To Lower Stock Prices

“Fair is Foul, and Foul is Fair” - In this press release issued last week, CalPERS congratulated itself on the “success” of its proxy voting initiatives:...more

SEC Issues Proposed Incentive Compensation Clawback Rule

In another round of rulemaking related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC proposed a rule that would require certain executive officers to pay back incentive compensation tied to...more

Regulators Issue Final Dodd-Frank Standards for Assessing Diversity Policies and Practices of Covered Entities in the Financial...

On June 9, 2015, six federal agencies (“Agencies”) subject to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Act”) issued much-anticipated joint final standards (“Final Standards”) in accordance with...more

SEC’s Whistleblower Program Awards Over $3 million to Company Insider

On Friday, July 17, the Securities and Exchange Commission (SEC) announced that it will award more than $3 million to a company insider who helped the SEC “crack a complex fraud.”...more

One Tardy Whistleblower Wins SEC Award, One Loses

The SEC announced a whistleblower award of more than $3 million to a company insider whose information helped the SEC crack a complex fraud. The multi-million dollar payout is the third highest award to date under the SEC’s...more

The Claws Are Out – SEC Proposes Clawback Regulations Under Dodd-Frank

Five years after the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), the U.S. Securities and Exchange Commission (“SEC”) has issued the last of its proposed rules to implement the...more

SEC Proposes Rules on Clawback Policies

What you need to know: On July 1, 2015, the SEC proposed rules, provided for as part of the Dodd-Frank Act, that will require companies listed on US stock exchanges to adopt, enforce and disclose policies with respect to...more

Summary of SEC's Proposed Rule on Executive Compensation Clawbacks

The Dodd-Frank Act required the Securities & Exchange Commission (SEC) to adopt rules that direct national securities exchanges (such as the NYSE and NASDAQ) to require listed companies to implement and disclose their...more

SEC Proposes Rules Mandating Executive Compensation “Clawback” Policies

On July 1, 2015, the Securities and Exchange Commission (the SEC) proposed new rules that would mandate U.S. stock exchanges to establish and enforce standards requiring listed companies to adopt compensation recovery...more

United State Supreme Court Confirms ERISA Fiduciary’s Continuing Duty To Monitor Investments

In its Tibble v. Edison International decision the United State Supreme Court confirmed that the scope of an ERISA fiduciary’s duty of prudence continues after initial investments are made and imposes an ongoing duty to...more

The SEC’s Unconvincing Case Against Indemnification

The Securities and Exchange Commission’s proposed rules take a hard line against issuers indemnifying executives against clawbacks: We believe that indemnification arrangements may not be used to avoid or nullify the recovery...more

SEC Proposes Broadened Rules on Clawback of Incentive-Based Compensation

Proposed Rules would require increased disclosures on companies’ recovery processes and affect the majority of issuers with listed securities. Background - On July 1, 2015, the Securities and Exchange Commission...more

Purchaser of LLC Units May Enforce Non-Compete Without Employee Consent

As ubiquitous as limited liability company interests may be these days, litigants are still arguing over whether the sale of LLC membership units is like the sale of stock. When a stock sale takes place, the new owners of...more

Increased SEC and FINRA Scrutiny on Confidentiality Provisions

Over the past several months, confidentiality provisions included in settlement agreements, employment or independent contractor contracts, or in other documents, have come under increased scrutiny in the financial industry....more

Issuers Apprehensive of OSC’s Proposed Whistleblower Program

The public comments on the Ontario Securities Commission (OSC)’s proposed whistleblower program (Program) evidence considerable concern that the Program could undermine issuers’ internal reporting and compliance programs,...more

How Public Companies Can Prepare For The Executive Compensation Clawback Regime

Many public companies have not waited for the Securities Exchange Commission (SEC) to mandate executive compensation recovery policies, as required by the Dodd-Frank Act. Shareholder and peer pressure has resulted in the...more

A Review of Recent Whistleblower Developments

SEC Awards Another Whistleblowing Compliance Officer - On April 22, 2015, the Securities and Exchange Commission (SEC) announced an award between $1.4 and $1.6 million to a compliance officer who provided information...more

Securities and Exchange Commission Proposes Rules Regarding Claw-Back of Executive Compensation

Some five years after the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“the Act”), the Securities and Exchange Commission (SEC) continues to work through the rule-making process required by the...more

Our Picks for the Top 10 Ethics and Compliance Articles You Don’t Want to Miss This Month

With so many articles available every month, it’s possible that a few got buried in either your inbox or the bowels of the blogosphere. Here are ten articles you don’t want to miss...more

Successful Planning and Exit Strategies for Government Contractors in 2015 and Beyond

In This Presentation: - How To Position Your Business To Reap The Benefits Of A Liquidity Event - How To Position Your Business To Reap (Internal Review And Check-Up) - Strategic And Structuring...more

Is Buying Stock The Same As Providing Capital?

A report issued by the California Public Employees’ Retirement System (CalPERS) implies otherwise.  The report entitled “CalPERS for California 2014” trumpets CalPERS’ investment in California businesses and its indirect...more

SEC Extends Rule 482 Relief to Non-ERISA Retirement Plans

The SEC staff issued a no-action letter on February 18 that is important for many participant-directed individual account retirement plans (including some established under Section 403(b) of the Internal Revenue Code) that...more

Regulators Compose New Music for Broker-Dealers and Investment Advisers

Federal regulators finally seem to be sharpening their pencils to achieve greater harmony between broker-dealer (BD) regulation and investment adviser (IA) regulation. In March, for example, SEC Chair Mary Jo White...more

SEC Proposes Rules for Reporting Separately Managed Accounts on Form ADV and Revised Recordkeeping Rules

On May 20, 2015, the U.S. Securities and Exchange Commission (“SEC”) proposed amendments to Part 1A of Form ADV in three areas: to collect information regarding separately managed accounts (“SMAs”) and additional information...more

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