Securities Exchange Act, Securities and Exchange Commission (SEC), Dodd-Frank

CFPB Warns Employee NDAs, Confidentiality Agreements May Violate Whistleblower Laws

Ogletree, Deakins, Nash, Smoak & Stewart,... on 8/5/2024

On July 24, 2024, the Consumer Financial Protection Bureau (CFPB) issued guidance putting financial regulators and employers on notice that requiring employees to sign broad confidentiality or nondisclosure agreements that...more

Top 5 SEC Enforcement Developments for June 2024

Morrison & Foerster LLP on 7/16/2024

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

A Guide to the Credit Risk Retention Rules for Securitizations

Morgan Lewis on 7/15/2024

On October 21 and 22, 2014, pursuant to the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the Securities and Exchange Commission (the “SEC”) and various federal...more

The Consequential Impact of the Supreme Court’s Monumental Ruling in SEC v. Jarkesy

Paul Hastings LLP on 7/12/2024

On June 27, 2024, the Supreme Court of the United States issued its decision in SEC v. Jarkesy, holding that the Securities and Exchange Commission (“SEC”) must prosecute securities fraud before a federal court whenever it...more

SEC Launches Regulation for Security-Based Swap Execution Facilities

Latham & Watkins LLP on 2/6/2024

Regulation SE, the last of the Title VII Dodd-Frank rulemakings, will become effective on February 13, 2024. The Securities and Exchange Commission (SEC) has taken a significant step in enhancing the regulatory landscape...more

SEC Adopts Short Interest Reporting Requirement

Morgan Lewis on 11/13/2023

The Securities and Exchange Commission (SEC) adopted a new rule and form requiring certain persons to report short sale-related data to the SEC, which will in turn publish aggregate data. The SEC also adopted related...more

Companies Should (Again) Review Releases They Sign With Departing Employees—The SEC Is Not Going To Lose Interest In This Issue

SECIL Law on 9/21/2023

The U.S. Securities and Exchange Commission (“SEC”), in a couple of recent settled actions, continues to warn companies that the practice of requiring departing employees to sign comprehensive releases in return for...more

Opportunistic Credit Default Swap Strategies in the Crosshairs: SEC Finalizes Rule 9j-1

Alston & Bird on 7/25/2023

The Dodd–Frank Act continues to spawn new rules more than a decade after its passage. Our Financial Services & Products Group reviews a rule finalized 10 years after its proposal that protects security-based swaps from fraud...more

Preparing for December 1 Compliance with NYSE and Nasdaq Clawback Policy Listing Standards

Husch Blackwell LLP on 6/29/2023

On June 9, 2023, the Securities and Exchange Commission (SEC) approved the executive compensation clawback listing standards and relevant amendments proposed by the New York Stock Exchange (NYSE) and the Nasdaq Stock Market...more

SEC Adopts Rules to Combat Fraud and Undue Influence in the Security-Based Swap Market

Lowenstein Sandler LLP on 6/23/2023

On June 7, 2023, the Securities and Exchange Commission (“SEC”) adopted, pursuant to the Securities Exchange Act of 1934 (“Exchange Act”), (i) new Rule 9j-1 to combat fraud, manipulation, and deception in connection with...more

SEC to Issuers: Retaliating Against or Impeding Whistleblowers Is Not Zen

Holland & Knight LLP on 6/12/2023

Public companies should be mindful not to interfere with or retaliate against whistleblowers, and stretching is best reserved for the yoga mat, not the numbers in a company's public disclosures. So says the U.S. Securities...more

Credit Risk Retention in Oil & Gas ‘Securitizations’ of Proven, Developed and Producing (PDP) Wells

Vinson & Elkins LLP on 5/31/2023

The purpose of this White Paper is to provide general guidance to transaction participants and practitioners in their consideration of the application of 17 C.F.R. Part 246, adopted jointly by the Securities and Exchange...more

Framework of Dodd-Frank Act "Clawback" Policy (Finally) Coming into Focus

Dickinson Wright on 5/25/2023

As directed by the Securities and Exchange Commission ("SEC"), the NYSE and Nasdaq have issued proposed listing standards related to the recovery of erroneously awarded executive compensation, commonly referred to as the...more

SEC Indicates Early August 2023 May Be Deadline for Adoption of Dodd-Frank–Compliant Clawback Policies

Morgan Lewis - ML Benefits on 5/3/2023

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), new rules directing national securities exchanges, including the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq),...more

Short Extension of Clawback Policy Deadline Suggests Listed Companies Will Need to Adopt Policies by early August

Locke Lord LLP on 5/1/2023

On April 24, 2023, the SEC extended, for a short time, the deadline for the effectiveness of stock exchange listing requirements under the Dodd Frank Act that will require listed companies to adopt clawback policies for...more

New DOJ Policies Tie Employee Compensation to Compliance

BakerHostetler on 3/30/2023

On March 15, 2023, the U.S. Department of Justice (DOJ or the Department) launched a three-year Compensation Incentives and Clawbacks Pilot Program (Clawback Program) intended to incentivize companies to create more robust...more

Nasdaq and NYSE Propose Rules Regarding Recovery of Incentive-Based Executive Compensation Awarded in Error

BakerHostetler on 3/21/2023

The Dodd-Frank Act of 2010 added Section 10D to the Exchange Act, which requires the SEC to direct national securities exchanges to prohibit the listing of issuers that do not develop and implement a policy for the recoupment...more

How to Avoid Risk of SEC Whistleblower Rule Violations in Connection with Employee-related Documents

White & Case LLP on 3/8/2023

On February 3, 2023, the US Securities and Exchange Commission ("SEC") announced that a public company agreed to pay $35 million to settle charges of, among other things, violations of the whistleblower protection rule.1...more

SEC to Enhance Its Regulation of Security-Based Swaps

Goodwin on 2/14/2023

As we have previously discussed, the SEC’s Fall 2022 “Reg Flex” Agenda charts the agency’s planned rulemaking through Q1 2023. Among this ambitious and wide-reaching agenda are two important final rulemakings concerning the...more

SEC’s ESG Task Force Strikes Again

Katten Muchin Rosenman LLP on 2/13/2023

Activision Blizzard Workplace Misconduct Allegations Transformed into Securities Violations - In another victory for the Securities and Exchange Commission’s (SEC) Climate and ESG Task Force, videogame developer...more

SEC Adopts Final Executive Compensation Clawback Rules: What This Means and How to Prepare

Husch Blackwell LLP on 2/9/2023

On October 26, 2022, the Securities and Exchange Commission (SEC) adopted final rules that will require public companies to implement policies to recover, or claw back, erroneously awarded incentive-based compensation from...more

Disclosure Controls and Whistleblower Provisions Remain a Priority: What Activision Blizzard’s $35 Million Workplace Misconduct...

Vinson & Elkins LLP on 2/8/2023

On February 3, 2023, the Securities and Exchange Commission (“SEC”) announced that Activision Blizzard Inc. (“Activision”) — the publicly traded video game developer and publisher of such well-known videogames as “Candy...more

Securities Exchange Act › Securities and Exchange Commission (SEC) › Dodd-Frank Wall Street Reform and Consumer Protection Act