Sarbanes-Oxley, SEC | JD Supra Law News

Doing Business in the U.S.

In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4...more

Third Circuit Lowers Bar For Determining Whether Internal Complaint Is SOX Protected Activity

by Lloyd B. Chinn, Harris M. Mufson, Steven J. Pearlman, Michael Spencer | Proskauer - Whistleblowing & Retaliation on 3/26/2013

In Wiest v. Lynch, No. 11-cv-4257, 2013 U.S. App. LEXIS 5345 (3d Cir. March 19, 2013), the Third Circuit gave Chevron deference to U.S. Department of Labor Administrative Review Board’s (ARB) interpretation of “protected...more

What To Do If Your Gut Says It’s Wrong: Lessons from Project Alpha

by Thomas Fox on 3/21/2013

I often write about what can happen to companies who run afoul of the Foreign Corrupt Practices Act (FCPA). Usually enforcement actions focus on companies and not individuals. However, as is often pointed out by commentators...more

SEC Enforcement Update - The SEC Speaks in 2013

by King & Spalding on 3/5/2013

The U.S. Securities and Exchange Commission held its annual SEC Speaks program in Washington, D.C. on February 22-23, 2013. In the postfinancial crisis, post-Dodd-Frank world, it is clear that the Commission and its staff are...more

In What Circumstances Can Foreign Nationals Be Held Liable for Violating The Foreign Corrupt Practices Act?

by Michael Gilbert, Darla Woodring | Dechert LLP on 2/25/2013

In the last two weeks, in two separate SEC enforcement actions, judges in the United States District Court for the Southern District of New York issued rulings addressing when the United States Securities and Exchange...more

District Court Widens Split On Whether Complaints Of Alleged Future Misconduct Are Protected

by Noa Baddish, Harris M. Mufson, Steven J. Pearlman | Proskauer - Whistleblowing & Retaliation on 2/18/2013

The U.S. District Court for the Central District of California ruled that a SOX whistleblower complaint survived a Rule 12(b)(6) challenge on “reasonable belief” grounds and found that complaints of potential future...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

SOX Section 304 Clawback Suit Against Former Executives Not Charged with Personal Misconduct Survives Motion to Dismiss

by Thomas R. Leffler | Holland & Knight LLP on 12/10/2012

On November 13, 2012, a federal district court in Austin, Texas, denied a motion to dismiss in the Securities and Exchange Commission's (SEC) Sarbanes-Oxley Act (SOX) Section 304 clawback suit against two former executives of...more

FINRA Rule Amended: Whistleblower Claims Not Subject To Mandatory Arbitration

by Lloyd B. Chinn, Harris M. Mufson, Steven J. Pearlman | Proskauer - Whistleblowing & Retaliation on 11/26/2012

The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd Frank) amended the whistleblower provision in Section 806 of the Sarbanes-Oxley Act of 2002 (SOX) to state that pre-dispute arbitration agreements that...more

Texas Court Rules that Regardless of Fault, CEOs and CFOs Will Have to Pay Up Under Sarbanes-Oxley Section 304

by Charles Ha, Ken Herzinger, Christine Louie | Orrick - Securities Litigation and Regulatory... on 11/21/2012

A Texas federal judge denied defendants ArthoCare CEO Michael A. Baker and CFO Michael T. Gluk’s motion to dismiss the SEC’s claim against them under Sarbanes-Oxley (“SOX”) Section 304’s clawback provision. Section 304...more

The Whistleblower Era

by Michael Volkov on 11/21/2012

It has taken a long time but the status of whistleblowers has reached an all time high. Whistleblowers can expect even more encouragement and protections in the future. ...more

The Fight Isn’t Over: Employers Should Keep Battling The Definition of “Whistleblower” Under Dodd-Frank

by Lloyd B. Chinn, Harris M. Mufson, Steven J. Pearlman | Proskauer - Whistleblowing & Retaliation on 11/19/2012

The “Securities Whistleblower Incentives and Protection” section of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“DFA”) is an integrated scheme designed to encourage individuals to complain to the...more

The DOJ And SEC Issue Their Comprehensive Guide To The U.S. Foreign Corrupt Practices Act

by Carson G. Burnham, Grant D. Petersen | Ogletree, Deakins, Nash, Smoak & Stewart,... on 11/16/2012

General Counsels, Chief Executive Officers, Chief Financial Officers, and Corporate Secretaries of U.S. publicly-traded companies across the country must take individual responsibility for the accuracy and completeness of...more

A New Whistleblower Retaliation Statute Grows Up: Dodd-Frank is the new Sarbanes-Oxley.

by Pullman & Comley, LLC on 10/10/2012

Reading the headline, I’m sure a few of you rolled your eyes. Dodd-Frank? Sarbanes-Oxley? Those statutes are seen as dull and tedious. But a new federal court decision in Connecticut should start to change that, and it has...more

Federal District Court Expands Whistleblower Protections Under Dodd-Frank

by Foley & Lardner LLP on 10/2/2012

In enacting the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), Congress provided a private right of action for employees who claimed retaliatory discharge under certain circumstances. The Act...more

Lawyers Ask Federal Court to Strike Down Sarbanes Oxley 304 Clawbacks as Applied to Innocent Executive

by Michael D. Redondo | Holland & Knight LLP on 8/27/2012

On July 13, 2012, two defendants in an SEC enforcement action moved to dismiss the SEC's complaint, in part on the grounds that Section 304 of SOX was unconstitutional as applied to them. According to the complaint, the SEC...more

Current SEC Guidance for “Emerging Growth Companies” Seeking to Take Advantage of JOBS Act

by Davis Wright Tremaine LLP on 5/30/2012

The Jumpstart Our Business Startups Act (the “JOBS Act”) became law in April with a goal of improving access to capital markets and easing compliance burdens for newer and smaller public companies. Among other things, the...more

JOBS Act to Ease Capital Formation for Public and Private Companies and Reduce Regulatory Burdens on Emerging Growth Companies...

by Mintz Levin - Corporate & Securities on 4/6/2012

On April 5, 2012, after overwhelming bi-partisan support in Congress but criticism from regulators and investor protection groups, President Obama signed into law the Jumpstart Our Business Startups Act (the JOBS Act). The...more

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Sarbanes-Oxley › Securities & Exchange Commission