Sarbanes-Oxley Securities & Exchange Commission

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Stinson Leonard Street's Emerging Trends Newsletter - Q3

We are thrilled to bring you the third installment of Stinson Leonard Street's Emerging Trends newsletter. We are proud of the depth and breadth of experience and knowledge across our firm's 13 offices nationwide and are...more

A Review of Recent Whistleblower Developments

SEC Brings First Stand-Alone Whistleblower Retaliation Enforcement Action - On September 29, 2016, the U.S. Securities and Exchange Commission (SEC) brought its first stand-alone whistleblower retaliation case under...more

Proskauer Joins Heads of SEC & OSHA Whistleblower Programs in Webinar

On September 27, 2016, Proskauer Partner Steven J. Pearlman, co-head of the Whistleblowing & Retaliation Practice Group, participated in a Bloomberg webinar with Jane Norberg, Acting Chief of the SEC Office of the...more

A Reality Check for Travel to Cuba in 2016

With news of the resumption of commercial aviation flights to Cuba, and other changes in the Cuba embargo accomplished through Presidential executive order, it would appear at first blush that the time is ripe to travel to...more

Whistleblower’s Attorney’s Communications with Regulators Found to be Protected by Work Product Doctrine

A California Magistrate Judge in BofI Federal Bank v. Erhart ruled that a whistleblower’s attorney’s communications sent to federal regulators were protected by the attorney work product doctrine. No. 15-cv-2353 (S.D. Cal....more

OSHA Addresses Sarbanes-Oxley Whistleblower Releases

We have written about SEC enforcement actions related to severance and confidentiality agreements that restrict reporting matters to the SEC. OSHA has also issued guidance regarding settlement agreements with whistleblowers...more

OSHA Joins the SEC in Attacking Confidentiality and Other Provisions in Private Settlement Agreements

On September 15, 2016, the federal Occupational Safety and Health Administration (OSHA) released new policy guidelines for its review of private settlement agreements presented to the agency for approval in whistleblowing...more

OSHA Issues New Guidance Regarding Whistleblower Settlements

OSHA has issued new guidance on approving settlement agreements in whistleblower cases, revising portions of its Whistleblower Investigations Manual. The guidance, dated August 23 but not released until September 15, states...more

Blog: Ninth Circuit Addresses SOX 304 Clawback Requirements And Liability For Rule 13a-14 False Certifications

A new case from the 9th Circuit, SEC v. Jensen, is the first circuit court case to confirm the SEC’s position that the “clawback” provisions of SOX 304 provide for a disgorgement remedy against CEOs and CFOs when the issuer...more

SEC Position on SOX 304 Clawbacks Adopted by Ninth Circuit

Under Section 304 of the Sarbanes Oxley Act the Commission can seek to clawback certain discretionary CEO and CFO compensation and trading profits if there is a restatement of the issuer’s financial statements based on...more

Ninth Circuit Permits SEC to Assert Standalone Claim for False Sarbanes-Oxley Certification and Confirms Disgorgement Remedy...

In Securities & Exchange Commission v. Jensen, No. 14-55221, 2016 WL 4537377 (9th Cir. Aug. 31, 2016), the United States Court of Appeals for the Ninth Circuit broke new ground by providing the Securities & Exchange...more

Ninth Circuit Clarifies Whose “Misconduct” Triggers SOX 304 Disgorgement But Not What Constitutes “Misconduct”

Section 304 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. § 7243) requires CEOs and CFOs to repay bonuses, incentive- and equity-based compensation, and profits realized on the sale of securities received in the 12 months...more

Ninth Circuit Holds That SOX Disgorgement of Incentive Compensation Does Not Depend on Executives’ Own Misconduct

The U.S. Court of Appeals for the Ninth Circuit held today that the Sarbanes-Oxley Act’s disgorgement provision – which requires disgorgement of certain CEO and CFO compensation when an issuer restates its financial...more

Wisconsin District Court Follows 5th Circuit: Internal Tipsters Are Not Considered “Whistleblowers” Under Dodd-Frank

On August 12, 2016, the U.S. District Court for the Eastern District of Wisconsin in Lamb v. Rockwell Automation Inc., No. 15-CV-1415-JPS (E.D. Wis. Aug. 12, 2016) held that the Dodd-Frank whistleblower protection provision...more

Johnson Controls Pays $14 Million for China FCPA Violations: DOJ Declines Prosecution

At first glance, the SEC’s recent enforcement action against Johnson Controls for $14 million for FCPA violations in China, along with a Justice Department declination under its new Pilot Program, appears to be a “routine”...more

Enforcement Week II: The Johnson Controls FCPA Enforcement Action – Part I

I continue my exploration of recent enforcement matters and issues by turning to the Johnson Controls, Inc. (JCI) Foreign Corrupt Practices Act (FCPA) enforcement action, which was announced last week. Mike Volkov has called...more

US IPO Guide 2016 Edition

This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

"The JOBS Act: Did It Accomplish Its Goals?"

In the wake of the 2008 financial crisis, Congress created the Jumpstart Our Business Startups Act (JOBS Act) to encourage capital formation in order to grow businesses, create jobs and spur economic activity. Congress and...more

SEC Proposes Welcome Expansion of “Smaller Reporting Company” Definition

To the delight of many who have been lobbying the Securities and Exchange Commission (the “SEC”) over recent years to increase the pool of public companies that can qualify for the scaled disclosure requirements available to...more

Analogic FCPA Settlement – From Russia With(out) Love

BK Medical, a subsidiary of the Denmark company, Analogic settled an FCPA enforcement action last week with the Justice Department and the SEC for approximately $14 million. Analogic agreed to pay $3.4 million to the Justice...more

Blog: SEC Proposes To Allow More Companies To Qualify As Smaller Reporting Companies

Without holding an open meeting, the SEC has proposed changes to the definition of a “smaller reporting company” that would raise the financial cap from “less than $75 million” in public float to “less than $250 million,”...more

Blog: Discussion Draft of the Financial CHOICE Act

A discussion draft for the Financial CHOICE Act is now publicly available. Many of the provisions of interest from a corporate standpoint are in Title IV—Capital Markets Improvements and Title X—Unleashing Opportunities for...more

SEC Proposes Increasing Threshold to Qualify as a Smaller Reporting Company

The SEC has proposed amendments that would increase the financial thresholds in the “smaller reporting company” definition. The proposal to update the definition would expand the number of companies that qualify as smaller...more

SEC Confirms That Whistleblowers Will Continue to Carry a Baton in Its Race to Enforce SOX

This summer, viewers of the Olympics in Brazil will watch track and field events, in which the members of each team will carry a baton for a leg of the race in their collective effort to win the gold. In case there remained...more

Blog: The Financial CHOICE Act Would Dismantle A Whole Lot More In Dodd-Frank Than Just Financial Regulation

by Cydney Posner There has been a fair amount of press regarding the Financial CHOICE Act, a new bill sponsored by Jeb Hensarling, Chair of the House Financial Services Committee. The actual bill has not yet been released,...more

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