Corporate

Recent Posts

Whistleblowing: What Difference Does it Make?
Posted on 9 Mar 2015 by Kevin M. LaCroix

In recent years, one of the favored responses of legislative reformers and regulatory enforcement authorities to financial fraud and other corporate misconduct has been the encouragement of whistleblowing activity. Both the Sarbanes-Oxley and the Dodd... Read More

No SEC Report, No “Whistleblower” Problem
Posted on 17 Sep 2015 by Norton Rose Fulbright

Second Circuit allows Dodd-Frank retaliation claim by Darryl Wade Anderson , Jonathan S. Franklin , Mark Thomas Oakes , and Eliot Turner On Thursday, September 10, the Second Circuit issued the second appellate decision interpreting the scope of... Read More

SEC Adopts Final Pay Ratio Disclosure Rules
Posted on 25 Sep 2015 by Duane Morris LLP

A registrant's initial pay ratio disclosure will be required for its first full fiscal year beginning on or after January 1, 2017. The U.S. Securities and Exchange Commission (SEC) has adopted final pay ratio disclosure rules under the Dodd-Frank... Read More

SEC Proposes New Rules to Implement Exemptions for Advisers to Venture Capital Funds, Private Fund Advisers with Less Than $150 Million in Assets Under Management, and Foreign Private Advisers
Posted on 23 Nov 2010 by GreenbergTraurig

By: John A. Brunjes , Arthur Don and Genna Garver On November 19, 2010, the Securities and Exchange Commission ("SEC") proposed new rules and rule amendments (the "Proposed Rules") under the Investment Advisers Act of 1940, as... Read More

Have We Seen the Last of "Say-On-Pay" Litigation?
Posted on 14 Jun 2013 by Kevin M. LaCroix

Is it possible that we seen the last of "Say-On-Pay" lawsuits? Or are we just awaiting the next round of post-Dodd Frank executive compensation-related litigation? Those are the questions asked in a June 12, 2013 memorandum entitled "Has... Read More

Controversy Surrounds SEC’s New Proposed Dodd-Frank Executive Compensation Clawback Rules
Posted on 6 Jul 2015 by Kevin M. LaCroix

On July 1, 2015, a divided SEC voted 3-2 to propose rules directing the securities exchanges to adopt standards requiring listed companies to adopt policies requiring the companies’ executive officers to pay back incentive-based compensation in... Read More

SEC Issues Proposed Rules to Implement ‘Say on Pay’ and Golden Parachute Votes Mandated by Dodd-Frank
Posted on 27 Oct 2010 by GreenbergTraurig

On October 18, 2010, the Securities and Exchange Commission (SEC) proposed new rules and amendments to existing rules to implement "Say on Pay" and "Golden Parachute" votes mandated by the Dodd-Frank Wall Street Reform and Consumer... Read More

Proposed Rule under Dodd-Frank Addressing Incentive-Based Compensation Arrangements For Financial Firms
Posted on 5 May 2011 by Corporate and Securities Law Community Staff

by James E. Earle Esq. and Mark D. Perlow Esq. Excerpt: On March 30, 2011, seven federal financial regulators (each, an " Agency ," and collectively, the " Agencies ") published a proposed rule (the " Proposed Rule "... Read More

SEC Passes CEO Pay-Ratio Rules on Partisan Lines
Posted on 11 Aug 2015 by David N. Feldman

A sharply divided Securities and Exchange Commission approved rules mandated by the Dodd-Frank Act requiring most companies to disclose the ratio of their CEO’s pay to their average median employee salaries. The two Republican commissioners strongly... Read More

Cadwalader Clients & Friends Memo: Joint Agencies’ Proposed Rules Governing Incentive-Based Compensation at Covered Financial Institutions
Posted on 10 Jun 2011 by Cadwalader, Wickersham & Taft LLP

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act") requires seven Federal agencies (the "Agencies") to jointly prescribe regulations or guidelines with respect to incentive-based compensation practices at covered... Read More

Dodd-Frank Anti-Retaliation Provisions Do Not Protect Overseas Whistleblowers
Posted on 18 Aug 2014 by Kevin M. LaCroix

In the latest fiscal year report of the SEC Office of the Whistleblower, the agency reported that as of the end of the 2013 fiscal year it had received a total of 6,573 whistleblower reports since the the Dodd-Frank whistleblower program’s inception... Read More

Maryland Securities Commissioner Issues New Order Adopting a Private Fund Exemption Based on Model NASAA Rule
Posted on 26 Jun 2012 by Alexander Davie

On June 15, 2012, the Maryland Securities Commissioner issued an order adopting the NASAA model rule exemption for investment advisers to private funds . Like the model rule, the new order issued by the Maryland Securities Commissioner , provides for... Read More

Rep. Frank Introduces Bill to Prohibit Insurance for Compensation Clawbacks and Civil Money Penalties
Posted on 1 Jun 2012 by Kevin M. LaCroix

On May 30, 2012, Representative Barney Frank introduced a bill entitled the "Executive Compensation Clawback Full Enforcement Act" ( here ) that by its own terms is designed to "prohibit individuals from insurance against possible losses... Read More

New Proxy Access Rules for 2011: What They Are and What Public Companies Need to Do Now
Posted on 16 Sep 2010 by GreenbergTraurig

Including a look ahead to other Dodd-Frank Act proxy or executive compensation related new rules On August 25, 2010, the SEC adopted new proxy rules that are expected to be effective for most public companies for the 2011 proxy season. The new rules... Read More

Earle And Perlow: Proposed Rule Addresses Incentive-Based Compensation Arrangements For Financial Firms
Posted on 18 May 2011 by LexisNexis Emerging Issues Community Staff

by James E. Earle Esq. and Mark D. Perlow Esq. Excerpt: On March 30, 2011, seven federal financial regulators (each, an " Agency ," and collectively, the " Agencies ") published a proposed rule (the " Proposed Rule "... Read More