News & Analysis as of

Board of Directors Dodd-Frank Wall Street Reform and Consumer Protection Act

"Key Takeaways: Lessons Learned From Tax-Related Whistleblower Litigation and Shareholder Actions"

On March 8, 2017, Skadden hosted a webinar titled “Lessons Learned From Tax-Related Whistleblower Litigation and Shareholder Actions.” The Skadden panelists were tax partners Nathaniel Carden and Armando Gomez, and litigation...more

Pending Senate Bill Would Restructure CFPB Leadership

by McGuireWoods LLP on

On January 11, 2017, a trio of Republican Senators introduced a bill that would change the leadership structure of the Consumer Financial Protection Bureau (“CFPB”) from a single director to a five-member bipartisan “Board of...more

"US Corporate Governance: Will Private Ordering Trump Political Change?"

In the weeks following the U.S. presidential election, companies and investors enjoyed a stock market rally fueled by expectations concerning tax cuts, increased government spending and significant deregulation. While the...more

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

by White & Case LLP on

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

Corporate Communicator - 2017 Annual Meeting Season

by Snell & Wilmer on

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

"Matters to Consider for the 2017 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2017 annual meeting and reporting season. Once again, we have prepared a checklist of essential areas on which we believe companies should focus as they plan for the...more

Changes in the Balance of Power: The Board Versus CEO

by Michael Volkov on

There is no doubt that corporate boards operate under greater scrutiny. The trend is clearly to hold boards and individual members accountable. But this is not the result of government prosecution; rather, this trend reflects...more

SEC Approves NASDAQ Golden Leash Disclosure

In the past couple of years, a relatively hot area of the sometimes rather lackluster world of bylaws amendments has centered on requiring candidates for election to a board of directors to disclose any compensation...more

Agencies Propose Incentive Compensation Rules for Financial Institutions

by Winstead PC on

The Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency and the U.S. Securities and Exchange Commission recently proposed new restrictions...more

Next on the SEC regulatory agenda: a chief valuation officer?

by Morrison & Foerster LLP on

First, the Securities and Exchange Commission required funds to designate a chief compliance officer. Then, the SEC proposed that funds designate a liquidity risk manager, and after that, a derivatives risk manager. Can a...more

Federal Agencies Release Joint Proposed Rule on Financial Institution Incentive-Based Compensation

Last month, consistent with their obligation under the Dodd-Frank Act, several federal agencies released for comment a joint proposed rule that would prohibit any incentive compensation that encourages inappropriate risk...more

Revised Rules on Dodd-Frank Incentive Compensation Requirements for Financial Institutions Proposed

by Latham & Watkins LLP on

If adopted, the Proposed Rule would have a significant impact on compensation practices at covered institutions. On April 21, 2016, the National Credit Union Administration (the NCUA) issued a proposed rule regarding...more

Your daily dose of financial news The Brief – 3.24.16

by Robins Kaplan LLP on

In a move that will surprise no regular reader here, Starboard Value has announced plans to put up its own slate of directors for Yahoo in an attempt to oust its “entire incumbent board” – NYTimes and WSJ... The Deal...more

Director and Executive Compensation Remains a Hot Topic for 2016

A series of recent Delaware Chancery Court and Securities and Exchange Commission (“SEC”) decisions—coupled with anticipated SEC action to finalize the three remaining Dodd-Frank Wall Street Reform and Consumer Protection Act...more

Getting the Measure of EGC Corporate Governance Practices: A survey and related resources - February 2016

by Morrison & Foerster LLP on

Corporate governance has changed dramatically since passage of the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The level of shareholder engagement and institutional...more

Top 10 Topics for Directors in 2016: Executive Compensation

Executive and Director Compensation - Perennially in the spotlight, executive compensation will continue to be a hot topic for directors in 2016. But this year, due to the SEC’s active rulemaking in 2015, directors will...more

Securities and Corporate Governance Litigation Quarterly

by Seyfarth Shaw LLP on

Welcome to the fifth issue of Securities and Corporate Governance Litigation Quarterly, Seyfarth’s quarterly publication of the Securities & Financial Litigation Group focusing on decisions or other items of interest for...more

Business Litigation Alert: "Court Ruling Allows Whistleblower to Sue Board Members"

by Porter Hedges LLP on

A recent ruling in California federal court (here) broadens legal protections for whistleblowers and expands who can be held liable in retaliation cases. In the case, Wadler v. Bio-Rad Labs., Inc., a federal judge ruled that...more

A Compilation of Enforcement and Non-Enforcement Actions

by Foley & Lardner LLP on

Non-Enforcement - SEC Decides Against Mounting an Appeal in Koch Ruling - The July 2015 ruling by the D.C. Circuit Court in Koch v. SEC will apparently not be challenged by the SEC. The Court ruled in that...more

N.D. Cal.: Internal Whistleblowers Are Protected and May Sue Individual Directors

On October 23, 2015, the U.S. District Court for the Northern District of California largely denied a motion to dismiss a whistleblower retaliation claim brought by a company’s former general counsel, ruling that: (I) the SOX...more

DOJ Sets Its Sights on Directors and Officers

Whether publicly traded or privately held, corporate boards have been put on notice – the Department of Justice (Justice or DOJ) is after you! On September 9th, DOJ issued a memo entitled: Individual Accountability for...more

Canadian Coalition of Good Governance Advocates More Proxy Access

Earlier this year, the Canadian Coalition of Good Governance (CCGG) released its publication “Shareholder Involvement in the Director Nomination Process: Enhanced Engagement and Proxy Access”, proposing enhanced proxy access...more

A Compilation of Enforcement and Non-Enforcement Actions

by Foley & Lardner LLP on

Non-Enforcement - Form PF — What Purpose? SEC registered investment advisers with at least $150 million of assets under management in private funds are required to periodically file Form PF with the SEC. The...more

Corporate Communicator - Fall 2015: SEC Proposes Rules for the Clawback of Executive Compensation

by Snell & Wilmer on

In this issue of the Corporate Communicator, we bring you an article about the SEC’s recently released proposal to adopt rules for the clawback of executive compensation. The proposal is already controversial and it may prove...more

Top Ten Resources for Engaging Your Board in Your Ethics & Compliance Program

by NAVEX Global on

Resources to help you engage your board of directors in the success of your ethics and compliance program. A successful board engagement strategy can help ethics and compliance professionals gain significant program...more

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