Dodd-Frank.com

Supreme Court to Determine Scope of Whistleblower Protection

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A percolating issue with respect to the SEC’s whistleblower regulations is whether the anti-retaliation protections apply only when suspected misconduct is reported to the SEC, or whether the protections also apply when the whistleblower reports the misconduct internally. Two circuit courts have held internal reporting is protected under the Dodd-Frank... Read More

Topics: Employment, Executive Compensation, Litigation, Public Companies and Securities

CFTC Revises Whistleblower Rule to Enhance Anti-Retaliation Protection

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The CFTC has adopted final amendments to its whistleblower rules that will, among other things, strengthen the CFTC’s anti-retaliation protections for whistleblowers and enhance the process for reviewing whistleblower claims. Based on a reinterpretation of the CFTC’s anti-retaliation authority under the Commodity Exchange Act (CEA), the CFTC or the whistleblower... Read More

Topics: Derivatives, Employment, Executive Compensation

Shareholder Dismisses Case with Prejudice that Sought to Block Amendment to Intel Stock Plan

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As we noted here, a shareholder of Intel sought a preliminary and permanent injunction and any other appropriate relief with respect to a stockholder vote to approve the amendment and restatement of Intel’s 2006 equity incentive plan to add 33 million shares to the plan and extend its term. The... Read More

Topics: Employment, Executive Compensation, Litigation, Public Companies and Securities

Equity Grants to Directors Subject to Business Judgment Review as a Result of Specific Plan Limits

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[Update.  This case was overruled on appeal.  See our analysis here.] The Delaware Court of Chancery examined equity grants to directors in In Re Investors Bancorp, Inc. Stockholder Litigation.  The equity incentive plan, or EIP, at issue included the following limitations on grants: A maximum of 4,411,613 shares, in the... Read More

Topics: Employment, Executive Compensation, Litigation, Public Companies and Securities

ISS Provides Updated Compensation Plan and Executive Compensation FAQs

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ISS has updated its equity compensation plan FAQs. New and materially updated questions include: If a company grants performance-based awards, how will the shares be counted for the purposes of calculating burn rate? How does ISS evaluate an equity plan proposal seeking approval of one or more plan amendments? How... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

ISS Announces Pay-for-Performance Methodology Updates for 2017

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ISS announced changes to the methodology underlying its pay-for-performance models for companies in the U.S. and other markets to take effect Feb. 1, 2017. ISS will present relative evaluations of return on equity, return on assets, return on invested capital, revenue growth, EBITDA growth, and cash flow (from operations) growth... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities