Publicly-Traded Companies

SEC Provides No-Action Relief On Regulation BTR

by Stephen M. Quinlivan | Leonard, Street and Deinard - Dodd-Frank and... on 5/23/2013

Broadly speaking, SEC Regulation BTR prohibits directors and executive officers of public companies from trading in the issuer’s securities which were acquired in connection with service to the issuer if a sufficient number...more

U.S. Supreme Court to Decide Whether SOX’s Whistleblower Provision Protects Employees of Publicly Traded Company’s Contractors

by Noa Baddish, Lloyd B. Chinn, Harris M. Mufson | Proskauer - Whistleblowing & Retaliation on 5/21/2013

On May 20, 2013, the United States Supreme Court granted a petition for a writ of certiorari to review the United States Court of Appeals for the First Circuit’s decision holding that SOX’s whistleblower protection does not...more

California Requires Many Foreign Corporations To Send Annual Financial Statements To Shareholders

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 5/13/2013

California is a net exporter of corporate charters, but it remains home to many corporations. As a result, the California Corporations Code has a preternatural concern with foreign corporations. ...more

Third Circuit Panel Liberalizes "Protected Activity" Immunity for Employees Claiming Whistleblower Status

by Michael Finio, Keith Lorenze | Saul Ewing LLP on 4/24/2013

The popular image of the American corporate whistleblower, as depicted in Hollywood box-office smashes such as The Insider and Michael Clayton, is a courageous hero who reports corporate wrongdoing, often at the risk of...more

White Collar Watch - April 2013

by Bruce D. Armon, Andrea P. Brockway, Michael Finio, Christopher R. Hall, Keith Lorenze, Nicholas J. Nastasi, Courtney L. Schultz, Brian Simons | Saul Ewing LLP on 4/23/2013

In This Issue: - Third Circuit Panel Liberalizes “Protected Activity” Immunity for Employees Claiming Whistleblower Status - Doing Time: A Requirement for White Collar Crime? - Casting a Smaller Net:...more

SEC Issues Guidance on Social Media and Regulation FD

by Linda Griggs, Gail Pierce | Morgan Lewis on 4/18/2013

Public companies are encouraged to rigorously analyze SEC guidance prior to disseminating material information via social media....more

SEC Report Opens Door to Use of Social Media

by Amy Batten, Gerald Roach, Margaret Rosenfeld | Smith, Anderson, Blount, Dorsett, Mitchell &... on 4/16/2013

On April 2, 2013, the U.S. Securities and Exchange Commission (the “SEC”) issued a Report of Investigation (the “Social Media Report”) clarifying that a company subject to Regulation Fair Disclosure (“Regulation FD”) may use...more

SEC Opens Door for Public Companies to Make Announcements Using Social Media

by Kenneth Florin, James Taylor | Loeb & Loeb LLP on 4/11/2013

The Securities and Exchange Commission (SEC) released a Report of Investigation on April 2, 2013, that addresses whether public companies may use social media to make certain announcements....more

SEC ‘Likes’ Public Company Disclosures on Facebook and Other Social Media

by Jeff Ifrah on 4/11/2013

Last December, we wrote about the U. S. Securities and Exchange Commission’s issuance of so-called “Wells” notices indicating that the agency was considering whether to bring enforcement proceedings against Netflix and its...more

SEC Addresses Use of Social Media for Public Company Disclosures

by C. Kent Carlson, Kristy Harlan | K&L Gates LLP on 4/10/2013

On April 2, 2013, the Securities and Exchange Commission issued a Report of Investigation that directly addresses the application of Regulation FD to disclosures made through social media channels such as Facebook and...more

SOX Whistleblower Protection Expanded by a Federal Appeals Court

by Katherine H. Marques, Michael Starr | Holland & Knight LLP on 4/8/2013

A federal appeals court recently made it substantially easier for plaintiffs to assert claims that they were fired for "whistleblowing" activity protected by the Sarbanes-Oxley Act ("SOX"). In Wiest v. Lynch, 2013 WL 1111784...more

Final Regulations Implementing the Foreign Account Tax Compliance Act (“FATCA”)

by Orrick, Herrington & Sutcliffe LLP on 3/29/2013

On January 17, 2013, the Internal Revenue Service (“IRS”) released final regulations (the “Final Regulations”) implementing the reporting and withholding provisions of the HIRE Act (commonly known as the Foreign Account Tax...more

New Iran Sanctions Enactments Apply to U.S. Companies’ Foreign Affiliates and Subsidiaries, and Require SEC Reporting by Public...

by Burt Braverman, Jennifer Frewer | Davis Wright Tremaine LLP on 2/20/2013

The Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury enforces comprehensive sanctions that regulate, and largely forbid, most forms of trade and financial transactions by U.S. persons with Iran....more

Enterprise Data Security For The Securities Lawyer

by Stephanie Chandler, Steven Jacobs | Jackson Walker on 2/14/2013

Assuring cybersecurity has become a necessity for businesses across all industries. Cybercrime — with over $1 trillion in annual profits — is now the most lucrative illegal global business. Any business with computers and...more

Between Mortar and Pestle: SEC Pressure Grinds Auditors Against PRC State Interests

by Sheppard Mullin Richter & Hampton LLP on 2/13/2013

Comity among US and Chinese regulators may top this New Year’s wish list for United States-listed companies in China. After a failed six-month pursuit of a diplomatic solution, the SEC revived its federal court petition to...more

Public Company Advisor - January 2013: Considerations in Drafting Your 2013 Proxy Statement

by King & Spalding on 2/5/2013

The 2013 proxy season is shaping up to be another challenging year, with the new Securities and Exchange Commission (“SEC”) disclosure requirements for compensation consultant conflicts of interest, the continued focus on...more

Public Companies Must Begin Reporting Transactions with Iran

by Loeb & Loeb LLP on 2/4/2013

Beginning February 6, 2013, public companies must disclose in annual or quarterly reports to the Securities and Exchange Commission whether the companies or any of their affiliates engaged in proscribed transactions with...more

The Virginia Supreme Court on Damages, Equity Valuation, and the Significance of Delaware Corporations Law in the Termination and...

by Linda Jackson | Littler on 2/4/2013

The Virginia Supreme Court has spoken again on the calculation of damages in a complex employment contract case. In Online Resources Corp. v. Lawlor, No. 120208 (Va. Jan. 10, 2013), the court addressed the expert...more

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SEC Provides No-Action Relief On Regulation BTR

U.S. Supreme Court to Decide Whether SOX’s Whistleblower Provision Protects Employees of Publicly Traded Company’s Contractors

California Requires Many Foreign Corporations To Send Annual Financial Statements To Shareholders

Third Circuit Panel Liberalizes "Protected Activity" Immunity for Employees Claiming Whistleblower Status

White Collar Watch - April 2013

SEC Issues Guidance on Social Media and Regulation FD

SEC Report Opens Door to Use of Social Media

SEC Opens Door for Public Companies to Make Announcements Using Social Media

SEC ‘Likes’ Public Company Disclosures on Facebook and Other Social Media

SEC Addresses Use of Social Media for Public Company Disclosures

SOX Whistleblower Protection Expanded by a Federal Appeals Court

Final Regulations Implementing the Foreign Account Tax Compliance Act (“FATCA”)

New Iran Sanctions Enactments Apply to U.S. Companies’ Foreign Affiliates and Subsidiaries, and Require SEC Reporting by Public...

Enterprise Data Security For The Securities Lawyer

Between Mortar and Pestle: SEC Pressure Grinds Auditors Against PRC State Interests

Public Company Advisor - January 2013: Considerations in Drafting Your 2013 Proxy Statement

Public Companies Must Begin Reporting Transactions with Iran

The Virginia Supreme Court on Damages, Equity Valuation, and the Significance of Delaware Corporations Law in the Termination and...

TSX New Company Manual Rules Regarding Election Of Directors And Majority Voting Are Now Effective

"SEC Considering Disclosure of Political Activity Spending"

Private Placements By Acquisition Targets – Another Regulatory Grey Area

Lessons Learned in 2012

First of a series: Issues for 2013

"Accounting Cliff” for Public Companies with Operations in China is More Like a Slope

“Accounting Cliff” Looms for Public Companies with Operations in China

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