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UK Financial Regulatory Developments - February 2016 #4

ESRB approves expansion of macroprudential policy framework - ESRB has published two recommendations relating to expanding the European macroprudential policy framework. The first concerns the counter-cyclical buffer...more

UK Financial Regulatory Developments - February 2016 #2

FCA writes to CEOs on CFD compliance - FCA has written a Dear CEO letter following its review of new client procedures for firms offering contracts for difference (CFD) products on a non-advised basis. FCA carried out...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

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

Keep This Between Us—and the Government: Confidentiality of Witness Interviews in Corporate Internal Investigations

Internal investigations into suspected employee wrongdoing are particularly tricky for in-house counsel, who must protect corporate confidentiality, be mindful of regulatory reporting requirements, and respect labor...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

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

Annual ISO and ESPP Information and Reporting Requirements

Annual Information Statements and IRS Returns - Requirement to Report - For (1) any exercise of an incentive stock option (ISO) during 2015 or (2) transfer during 2015 of a share previously purchased pursuant to a...more

Section 162(m) Compliance Reminder

2016 Shareholder Approval Reminder - If a publicly-traded corporation’s equity incentive plan or annual bonus plan was last approved by shareholders in 2011, the plan must be submitted to shareholders for re-approval in 2016...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

Court Tosses Dodd-Frank Retaliation Claim – No Proof of Whistleblowing or Retaliation

In Yang v. Navigators Group, Inc., the Southern District of New York granted summary judgment for the defendant on a dual pronged complaint claiming unlawful retaliation under the Sarbanes-Oxley Act and the Dodd-Frank Act. ...more

Circuits Split on Scope of Dodd-Frank Whistleblower Protection

The so-called “whistleblower-protection” provision of the Dodd-Frank Act created a private right of action for a “whistleblower” who is subjected to retaliation by his or her employer. The statute elsewhere defines...more

Another ROBS Gone Wrong – IRS Disqualifies ESOP

On November 23, 2015 the U.S. Tax Court issued a declaratory judgment that the Internal Revenue Service (IRS) did not abuse its discretion in issuing a Letter of Revocation of the tax qualified status of the Fleming...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

Whistleblower Standing Split in Circuits & TN Federal Courts

There’s a developing circuit split over whistleblower standing for retaliation claims. A decision this week extended that split to U.S. district courts within Tennessee, too. In Verble v. Morgan Stanley Smith Barney, LLC, No....more

2015 Ontario Economic Outlook and Fiscal Review Provisions Affecting the Retirement Income System

The Ontario government has confirmed that it continues to move forward to implement the ORPP in 2017, while allowing for potential integration of the ORPP with a Canada Pension Plan (CPP) enhancement in the future. For more...more

Four Things Companies Should Know About the SEC’s 2015 Whistleblower Report

The SEC recently published data showing significant increases in tips received under its Dodd-Frank Whistleblower Program. Released on November 16, the 2015 annual report also provided important guidance to companies on the...more

SEC Reports on Dodd-Frank Whistleblower Program

On November 16, the SEC’s Office of the Whistleblower (OWB) issued its 2015 annual report to Congress on its Whistleblower Program established pursuant to Dodd-Frank. According to the report, in Fiscal Year 2015, the OWB...more

Your daily dose of financial news The Brief – 11.25.15

A groundbreaking move by Calpers—California’s state pension fund—to disclose how much money it’s made from and paid to private equity funds ($24.2 billion and $3.4 billion, respectively, since 1990) may help pave the way for...more

For Whom The Whistle Blows: SEC Whistleblower Office Issues Its 2015 Annual Report

The SEC released its Fiscal Year 2015 Annual Report (the “Report”) to Congress on the Dodd-Frank Whistleblower Program on November 16, 2015. The Report analyzes the tips received over the last twelve months by the SEC’s...more

ISS Ignores Contrary Studies In Adopting Overboarding Policy Change

ISS released its 2016 Benchmark Policy Recommendations last Friday. I had previously criticized ISS for its proposal to change its recommendation on withholding votes with respect to directors who sit on too many boards...more

SEC Publishes 2015 Whistleblower Report

The SEC published its 2015 Annual Report on the Dodd-Frank Whistleblower Program. The report indicates the SEC received 3,923 tips in fiscal year 2015, compared to 3,620 tips in fiscal year 2014. From fiscal year 2012, the...more

New SEC Report Sheds Light on Key Trends in Whistleblower Activity and Anti-Retaliation Law - The SEC’s Office of the...

What you need to know: The SEC recently released its 2015 annual report cataloguing the year’s most important trends in whistleblower activity and anti-retaliation law. The report provides a useful look at how...more

Highlights of SEC’s 2015 Annual Whistleblower Report

On November 16, 2015, the Securities and Exchange Commission’s Office of the Whistleblower (“OWB”) released its fifth Annual Report on the Dodd-Frank Whistleblower Program to Congress, which details information on OWB’s...more

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