Desktop Staleness Calendar For 2015 Offerings For Issuers With A Fiscal Year Ended December 31, 2014.
Please see full calendar below for more information....more
On September 10, 2014, the SEC announced charges against 28 officers, directors and major shareholders, as well as six publicly-traded companies, for violating federal securities laws requiring insiders to promptly report...more
On September 10, 2014, the Securities and Exchange Commission (SEC) announced charges against 13 officers or directors and 15 major shareholders of publicly traded companies for violating Section 16(a), Section 13(d), and/or...more
On September 10, 2014, the Securities and Exchange Commission announced charges against 28 officers, directors, and major shareholders for violating federal securities laws requiring them to report information about their...more
Can merely late filing of “routine” forms get you in trouble with the SEC? Yes, at least if it happens too often. On Wednesday the SEC announced charges and financial penalties totaling $2.6 million against 28 officers,...more
The SEC charged 29 officers, directors, or major shareholders for violating federal securities laws requiring them to promptly report information about their holdings and transactions in company stock. Seven publicly-traded...more
The SEC has adopted credit rating agency rules for Nationally Recognized Statistical Rating Organizations (NRSROs), which include requirements relating to NRSROs’ internal controls. The Dodd-Frank Act requires NRSROs to...more
Welcome to the inaugural issue of Orrick Technology IPO Insights, a quarterly publication highlighting trends in U.S. information technology company IPOs. We isolate technology companies in order to analyze and present...more
Following a record year for data breach incidents — with eight breaches exposing over 10 million identities — the U.S. Securities and Exchange Commission (SEC) is closely scrutinizing how those breaches were handled. Multiple...more
An otherwise mundane SEC announcement on July 30, 2014 of an enforcement action charging a public company CEO and CFO with accounting fraud and internal controls violations is significant because the SEC is proceeding against...more
Welcome to the 2014 Mid-Year Report from the BakerHostetler Securities Litigation and Regulatory Enforcement Practice Team. Its purpose is to provide a periodic survey, apart from our team Executive Alerts, on matters we...more
On June 30, 2014, the SEC issued long-awaited guidance on an investment adviser’s use of third-party proxy advisory firms such as ISS and Glass Lewis. Due to a number of regulatory developments over the past ten years,...more
Whistleblowing law continues to develop, with a recent U.S. Supreme Court decision holding that, despite ambiguous statutory language, the Sarbanes-Oxley Act of 2002 protects employees of private companies serving as...more
IRS audits signal focus on Section 409A compliance; Revenue Ruling makes certain nonqualified options and stock appreciation rights more attractive for offshore entities.
The IRS has begun its limited audit initiative...more
The Reverend Martin Luther King, Jr. once said, “Darkness cannot drive out darkness; only light can do that.” Following a rash of financial calamities largely caused by risky and illegal conduct within publicly traded...more
The Delaware Supreme Court caused quite a stir when it concluded that a fee shifting bylaw adopted by a non-stock corporation did not run afoul of the Delaware General Corporation Law. ATP Tour, Inc. v. Deutscher Tennis...more
Public companies increasingly are adopting “exclusive forum” bylaws and charter provisions that require their stockholders to go to specified courts if they want to make fiduciary duty or other intra-corporate claims against...more
Over the past few years there has been a noticeable increase in the frequency of activist investors building up considerable stakes in German listed companies in the context of public takeovers. One reason for this...more
Many years ago, an American friend of mine was living in Paris and went to the local post office near his apartment to mail a letter. There he found some American tourists who were clearly upset with the French postal clerk....more
The Sarbanes-Oxley Act (“SOX”) prohibits publically-traded companies from retaliating against employees for complaining about issues that could affect the shareholders of the company. On Monday, the Fourth Circuit Court of...more
The D.C. Circuit attracted plenty of attention by ruling that one of the SEC’s conflict mineral disclosure rules – promulgated pursuant to a specific Congressional mandate in the Dodd-Frank Act – violated the First Amendment....more
On the same day as President Obama’s speech championing solar, the Department of the Treasury proposed regulations defining “real estate assets” for purposes of the definition of a real estate investment trust (REIT). The...more
The Fourth Circuit found this week that the Dodd-Frank Act did not override all arbitration agreements betwen publicly-traded employers and their employees. Santoro v. Accenture Federal Servs., LLC, 2014 WL 1759072 (4th Cir....more
The European Union took another step toward requiring large companies to publish social and environmental performance reports when the European Parliament approved amendments to a draft directive by a 599-55 majority last...more
The Issue: My company is not publicly traded, but provides services to companies that are. Do Sarbanes-Oxley whistleblower protections extend to our employees?
The Solution: Yes.
Analysis: Enacted in the wake of...more
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