Sarbanes-Oxley

News & Analysis as of

Security Frameworks 101: Which is Right for my Organization?

These days information security is on the minds of virtually all technology professionals and business executives alike. But how does an organization ensure that their security profile is adequate. It can certainly help to...more

Dodd-Frank and Executive Compensation — Where Are We Now?

The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) became federal law on July 21, 2010 to provide safeguards for consumers and increase transparency in the U.S. capital markets in response to public...more

FINRA Sets Effective Dates for Research Report Conflicts Rules

FINRA rules addressing conflicts of interest relating to the publication of equity research reports become effective on September 25, 2015, or December 24, 2015. Corresponding rules for debt research reports become effective...more

Retaliation Litigation on the Rise: The SEC’s Broadening Interpretation of Dodd-Frank’s Whistleblower Provisions

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Act”) instituted sweeping changes to the financial sector of American industry. In addition to increased federal oversight, the Act implemented a...more

Whistleblower Cases are Custom Tailored for ADR

Various state and federal statutes exist to protect and compensate employees whose employers retaliate against them after they disclose certain fraudulent practices to the employers or government agencies. These are known as...more

Address Businesses Liabilities With Sound Compliance, Experienced Litigation Counsel

One of the points we mention fairly frequently on this blog is that proactive regulatory compliance is critical for businesses. One reason for this is that the costs for failing to comply with federal laws and regulations can...more

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

New SEC “Claw Back” Rules

On July 1 2015, the Securities and Exchange Commission, by a 3-2 vote, proposed new rules requiring public companies to “claw back” executive compensation mistakenly awarded due to accounting errors. The proposed...more

SEC Continues its Efforts to Make Dodd-Frank Whistleblowing Easier

The Securities and Exchange Commission (SEC) recently issued interpretative guidance intended to advance the agency's position that a whistleblower is entitled to the anti-retaliation protections of the Dodd-Frank Wall Street...more

The BHP Case and Enforcement of The FCPA’s Internal Controls Provision

Ed. Note-today we have a guest post from Jean-Michel Ferat ,CPA, CFF is a Managing Director in the Washington D.C office of the Claro Group around his views on the BHP Billiton enforcement action. Much has been made in...more

Fifth Circuit Revives SOX Whistleblower Claim But Rejects Allegations Not Exhausted Before OSHA

In Wallace v. Tesoro Corp., the Fifth Circuit revived a SOX whistleblower complaint that was dismissed by the U.S. District Court for the Western District of Texas, finding that the plaintiff’s alleged belief that the company...more

Fifth Circuit Rejects SOX Whistleblower Claims Not Raised in Administrative Complaint; Adopts Liberal "Reasonable Belief" Pleading...

On July 31, 2015, the Fifth Circuit issued a decision that may have both a positive and negative impact on employers defending whistleblower retaliation claims under the Sarbanes Oxley Act (SOX). In this decision, the court...more

SEC Proposes Executive Compensation Clawback Rules Pursuant to Dodd-Frank

The Securities and Exchange Commission (SEC) proposed rules on July 1, 2015, related to the design and implementation of clawback policies of listed issuers for the recovery of compensation erroneously awarded to the issuer’s...more

SEC Guidance Supports its Position That Internal Whistleblowers are Protected Under Dodd-Frank

On August 4, 2015 the Securities and Exchange Commission issued interpretive guidance elaborating its view that the anti-retaliation provisions in the Dodd-Frank Wall Street Reform and Consumer Protection Act apply equally to...more

SEC Guidance Supports its Position That Internal Whistleblowers are Protected Under Dodd-Frank

On August 4, 2015 the Securities and Exchange Commission issued interpretive guidance elaborating its view that the anti-retaliation provisions in the Dodd-Frank Wall Street Reform and Consumer Protection Act apply equally to...more

Corporate Investigations & White Collar Defense - August 2015

Are the Circuits A-Splitting? The Ninth Circuit Declines to Follow the Second Circuit's Insider Trading Decision in U.S. v. Newman - Why it matters: On July 6, 2015, the Ninth Circuit in U.S. v. Salman declined to...more

SEC Issues Interpretive Rule Regarding Definition of Dodd-Frank “Whistleblower”

In response to the disagreement amongst courts regarding the scope of Dodd-Frank’s employment retaliation protections, on August 4, 2015, the SEC issued an “interpretive rule” clarifying that individuals who have not reported...more

DOJ’s Disdain for “Paper” Compliance Programs

As we come to the close of the Obama Administration, the Justice Department will certainly be able to point to its record of aggressive white-collar enforcement in a variety of areas. One glaring claim omission from that list...more

SEC Proposes Rules to Implement Dodd-Frank Act Executive Compensation Clawback

The Securities and Exchange Commission (SEC) recently proposed another long-awaited set of rules to implement the clawback policy required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). ...more

SEC Proposes Clawback Rules

On July 1, 2015, the Securities and Exchange Commission (“SEC”) proposed long-awaited rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) requiring the national securities exchanges to...more

Alert: SEC Proposes Long-Awaited Compensation Clawback Rule

On July 1, 2015, the SEC issued a proposal to implement the last of the compensation-related provisions of the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act that remained untouched on the SEC's plate—Section...more

SEC Solicits Input on Revising Disclosure Rules Regarding Audit Committees

In a Securities and Exchange Commission (SEC) concept release issued earlier this month, the SEC requested the public’s input on more than 70 questions surrounding the sufficiency of current disclosure requirements on audit...more

SEC Proposes Rules on Clawback Policies & Other Dodd-Frank Act Executive Compensation Updates - July 2015

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank” or the “Act”) includes a number of measures focused on governance and disclosure practices related to executive compensation. Although...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

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