Sarbanes-Oxley

News & Analysis as of

Second Circuit Holds Sarbanes-Oxley’s Five-Year Statute of Repose Applies to Claims Under Sections 9(f) and 18(a), but Re-Affirms...

Twenty-five years ago, in Ceres Partners, the Second Circuit held that the implied private right of action under Section 14 of the Securities and Exchange Act of 1934 (“Exchange Act”) was subject to a three-year repose...more

Second Circuit Issues Amended Order Affirming Dismissal in Transocean

On April 29, the United States Court of Appeals entered an amended order (previously decided on March 17, 2016) that affirmed the decision of the United States District Court for the Southern District of New York in DeKalb...more

Bonus Points: ARB Upholds Whistleblower Order Challenging Bonus Plan

The Department of Labor’s Administrative Review Board (“ARB”) recently upheld an order finding a semiconductor company had constructively discharged a manager who complained the company’s bonus plan violated state wage and...more

SEC Brings Two Financial Fraud Actions

Financial fraud has long been a staple of SEC enforcement. In the wake of the market crisis the agency has attempted to once again focus on the area creating, for example, a financial fraud task force two years ago. Last...more

SEC Prevails At Trial Over Former Professional Athlete

Sometimes is does not pay to be the last man standing – particularly in a Commission enforcement action. Such was the fate of former NFL player and Olympic athlete Willie Gault. SEC v. Heart Tronics, Inc., Case No....more

Privacy Shield – Rejected. GDPR – Accepted: What This Means to Your Organization and What You Should Consider Doing Now

The European Union Article 29 Working Party (Article 29) issued an opinion on the proposed EU-U.S. Privacy Shield framework agreement (Privacy Shield) last week, stating that although the Privacy Shield was a “great step...more

SOX Whistleblower Receives $250,000 Award Related to State Wage Act Complaints

The ARB recently concluded that a former program manager was entitled to recover more than $250,000 in back pay and benefits under Section 806 of SOX based on his discipline and constructive discharge. The ARB clarified that...more

Internal Controls Enforcement: Hoisting Yourself on Your Own Petard

William Shakespeare’s Hamlet included this often used  phrase – hoist with his own petard (a small bomb). Shakespeare never knew that his eloquence would apply to today’s SEC enforcement of internal controls. The FCPA...more

A Review of Recent Whistleblower Developments

SEC Awards Bounty to Whistleblower, But Offsets Award for a Judgment Against the Whistleblower - The extent to which the SEC would reward whistleblowers, who themselves engaged in wrongdoing, has been the subject of...more

OSHA Continues to Turn Up the Volume on Whistleblowing

Rushing to put final rules in place before the current Administration’s term ends, on March 17, 2016, the Occupational Safety and Health Administration (OSHA) published its final rule for implementing the whistleblower...more

ICYMI: Financial Services Risk Summit

On March 3, 2016, the BakerHostetler Financial Services industry team held its inaugural Financial Services Risk Summit. The speakers and panels addressed several key areas affecting the financial services sector: regulatory...more

E.D. Kentucky Dismisses SOX and Dodd-Frank Whistleblower Counter-Claims

On March 17, 2016, the Eastern District of Kentucky dismissed whistleblower counter-claims against Allstate Insurance Company (“Company”), ruling that Defendant Kevin Keefe’s (“Plaintiff”) SOX claim was untimely and that his...more

Two Bills Aimed at Broadening Access to Capital Markets Reported out of House Financial Services Committee

Earlier this month, on March 2, 2016, the House Financial Services Committee reported favorably on two bills that propose changes to the federal securities laws: the Main Street Growth Act (H.R. 4638) and the Fostering...more

Second Circuit Addresses Statutes of Repose and Tolling in Securities Class Actions

The Second Circuit has clarified the applicable statutes of repose for securities-fraud and proxy-related claims under §§ 9(f), 14(a), and 18(a) of the Securities Exchange Act. The court’s March 17, 2016 decision in DeKalb...more

ARB Rejects SOX Claim of Employee Who Threatened Co-Worker

On February 18, 2016, the ARB dismissed a former employee’s whistleblower retaliation claim under Section 806 of SOX, concluding that he failed to show that his protected activity contributed to the decision to terminate his...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

Top 10 Financial Institution Considerations for 2016: #2 – Bank Secrecy Act/Anti-Money Laundering and OFAC Compliance

In our initial article announcing our top 10 considerations for financial institutions in 2016, our second consideration was Bank Secrecy Act/anti-money laundering (BSA/AML) and OFAC compliance in 2016. Compliance with the...more

A Closer Look at Cybersecurity Legislation and Regulations in the US and Abroad - United States

Legal Framework - Summarise the main statutes and regulations that promote cybersecurity. Does your jurisdiction have dedicated cybersecurity laws? The United States generally addresses cybersecurity...more

The Whistleblower Augmented Reward and Non-Retaliation Act of 2016

Senator Tammy Baldwin (D-Wis.) and Rep. Elijah Cummings (D-Md.) recently introduced the Whistleblower Augmented Reward and Non-Retaliation Act of 2016 (“WARN Act”), which aims to bolster whistleblower protections under both...more

Financial Services Committee Approves Bills Relating to Capital Access

At today’s House Financial Services Committee meeting, ten bills relating to facilitating access to capital and the reduction of regulatory burden on smaller reporting companies were approved.  Among the bills that passed the...more

House Financial Services Committee Mark-Up

On March 2, 2016, the Financial Services Committee will meet to mark up various proposed bills, including the following that relate to capital formation...more

Five Employment Law Compliance Topics of Interest to Financial Services Industry Employers

Employers in the financial services industry are faced with an escalating number of employment law compliance challenges, but the news is not all bad. For example, although pleading standards for Sarbanes-Oxley Act (“SOX”)...more

Third Circuit Clarifies Prima Facie Burden of Whistleblowers for SOX Retaliation Claims

On February 2, 2016 the Third Circuit addressed Weist v. Tyco Electronics Corp., for a second time and, on this occasion, affirmed an Eastern District of Pennsylvania order granting summary judgment to Tyco. This second...more

OSHA’s New Whistleblower Investigations Manual Lowers Pleading Standards

The Occupational Safety and Health Administration (“OSHA”) just changed the way that it evaluates whistleblower retaliation complaints in a manner that should concern employers in nearly every industry. This is important...more

SEC Brings $11,000 SOX Clawback Action

The SEC alleges that Marrone Bio Innovations, Inc. misstated its revenue. The SEC recently brought a settled enforcement action against its former CFO. The SEC alleges the CFO received bonuses during the 12-month periods...more

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