The Legal Tightrope: Surviving Parallel Investigations
Navigating Government Contracts: Diana Shaw on Oversight and Whistleblower Protections
From Court to Code: Smart Contracts and Arbitration
Episode 335 -- The New DOJ Whistleblower Program
Navigating Emerging Privacy Issues in Financial Services — The Consumer Finance Podcast
Implications of the SEC Cybersecurity Disclosure Rule
Corruption, Crime and Compliance: SEC Suffers Dismissal of Claims in Solarwinds Securities Fraud Case
Episode 334 -- District Court Dismisses Bulk of SEC Claims Against Solarwinds
The Woody Report: The Solar Winds Dismissal
In That Case: Securities and Exchange Commission v. Jarkesy
Corruption, Crime and Compliance: Deep Dive into The SEC’s Settlement with R&R Donnelly on Cybersecurity Controls
Episode 332 -- Deep Dive into SEC’s Internal Controls and Cybersecurity Settlement with R&R Donnelly
The Justice Insiders Podcast: Jarkesy’s Implications for the Administrative State
DE Under 3: OFCCP Must Shut Down its Administrative Court Prosecutions as a Result of SCOTUS’ SEC Jury Trial Case Decision
Dogecoin’s Day in Court
Unpacking the Lummis-Gillibrand Payment Stablecoin Act: Implications for the Digital Asset Industry — The Crypto Exchange Podcast
Podcast: Is Cryptocurrency a Security (like an orange grove)?
Navigating the Regulatory Waters: The SEC's Wells Notice to Uniswap and its Impact on DeFi — The Crypto Exchange Podcast
Will Resiliency Carry the Digital Asset Sector Through 2024: Federal Legislative Developments and OFAC Consent Orders — The Crypto Exchange Podcast
Compliance into the Weeds: The WACKO Enforcement Action Involving BF Borgers
Each month, we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The Supreme Court’s Jarkesy decision and its impact on the...more
Is it ok for an agency to change its mind? Well that depends. If the agency was “arbitrary and capricious” in failing to provide an adequate explanation to justify its change, a court may well vacate that about-face. At...more
In February, a federal district judge in the District of Columbia awarded proxy advisers a victory by vacating an SEC rule provision that they opposed....more
In Seven Questions About Proxy Advisors, from the Rock Center for Corporate Governance at Stanford, the authors, David Larcker and Brian Tayan, examine the proxy advisory firm industry—all two of them. Well, actually, as the...more
You probably remember the saga about the SEC’s rules regarding proxy advisory firms? Back in 2019, the SEC issued interpretive guidance that proxy advisory firms’ vote recommendations were, in the view of the SEC,...more
On February 23, 2024, the U.S. District Court for the District of Columbia, in a case dating back to 2019, vacated certain SEC rule amendments regarding proxy advisory firms, holding that “the SEC acted contrary to law and in...more
The court vacated the last of the three conditions that were applied to proxy advisory firms as a result of the SEC’s 2020 regulation of Proxy Advisory Firms. As a result of this ruling, Proxy Advisory Firms are no longer...more
The Nutter Securities Enforcement Update is a periodic update of noteworthy recent securities enforcement activity, settlements, decisions, and charges. We provide brief summaries that highlight recent enforcement action...more
Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more
A Federal District Court has just held invalid the SEC’s rule regarding proxy advisory firms. The case dates back to 2019(!), when ISS sued the SEC and then-SEC Chair Jay Clayton in connection with the SEC’s interpretive...more
As we enter the 2023 proxy season, there are a number of new regulatory requirements, both technical and substantive, that have been implemented, and many more on the horizon. For example, many companies will need to comply...more
As companies begin preparing for the 2023 proxy season, we note that Institutional Shareholder Services Inc. (ISS) and Glass Lewis, the leading providers of corporate governance solutions and proxy advisory services, issued...more
Is it ok for an agency to change its mind? The Federal District Court for the Western District of Texas seems to think so—at least if the agency’s decision is “reasonable and reasonably explained.” So says this Order...more
On July 13, 2022, the Securities and Exchange Commission (SEC) voted to rescind several amendments to its rules governing proxy voting advice (the Final Amendments). The vote reversed some of the key provisions...more
On September 19, 2022, amendments to the Securities and Exchange Commission (SEC) rules governing proxy solicitations became effective. The amendments, proposed on November 17, 2021, seek to address concerns by investors and...more
Last week, in an action by the National Association of Manufacturers against the SEC and Chair Gary Gensler, the U.S. District Court for the Western District of Texas held that the SEC violated the Administrative Procedure...more
On August 25, 2022, the SEC adopted a final rule implementing a provision of the Dodd-Frank Act of 2010 requiring public companies to provide clear disclosure of the relationship between executive compensation and company...more
On July 13, 2022, the Securities and Exchange Commission (the “SEC”) adopted amendments to its rules governing proxy voting. In addition to rescinding rules applicable to third-party proxy voting advice businesses (“proxy...more
Our Securities Group examines how the Securities and Exchange Commission has rescinded a pair of Trump Administration rules that affected proxy advisory firms’ ability to deliver timely advice to their clients....more
On July 13, 2022, the Securities and Exchange Commission held a lively meeting at which it voted to adopt final amendments regarding the applicability of the proxy rules to proxy advisory firms, which are also known as proxy...more
Last week, the Securities and Exchange Commission (SEC) voted 3-2 to take the following actions: Propose new amendments to Rule 14a-8, the shareholder proposal rule. Adopt new amendments to the rules regarding proxy...more
[This post revises and updates my earlier post primarily to reflect the contents of the proposing release.] At an open meeting last week, the SEC voted, three to two, to adopt new amendments to the rules regarding proxy...more
The 2022 Amendments have removed the requirements that call for proxy advisory firms claiming an exemption from proxy filing rules for solicitations to provide their proxy voting advice to subject companies and provide their...more