Dodd-Frank.com

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

SEC Exams Looking for Whistleblower Violations

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SEC staff in the Office of Compliance Inspections and Examinations are examining compliance with key whistleblower provisions arising out of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The staff is examining registered investment advisers and registered broker-dealers, reviewing, among other things, compliance manuals, codes of ethics, employment agreements,... Read More

Topics: Broker-Dealer, Employment, Executive Compensation, Investment Advisers, Litigation

SEC Brings Second Whistleblower Retaliation Case

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The SEC has brought its second case for retaliation against a whistleblower against International Game Technology. According to the SEC, the whistleblower, a director of an IGT division, started working at IGT in 2008 and received positive performance evaluations throughout his tenure, including his mid-year review in 2014. Shortly after... Read More

Topics: Employment, Litigation, Public Companies and Securities

OSHA Addresses Sarbanes-Oxley Whistleblower Releases

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We have written about SEC enforcement actions related to severance and confidentiality agreements that restrict reporting matters to the SEC. OSHA has also issued guidance regarding settlement agreements with whistleblowers under Section 806 of the Sarbanes-Oxley Act.  According to the guidance: “OSHA will not approve a “gag” provision that prohibits,... Read More

Topics: Employment, Litigation, Public Companies and Securities

SDNY Awards Front Pay in Sarbanes-Oxley Whistleblower Retaliation Case

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Perez v. Progenics Pharmaceuticals, Inc., involved a case where Plaintiff Perez drafted a memo to Progenics’ general counsel and his department head, accusing Progenics of committing fraud by publishing a false press release related to the status of clinical trials for a drug under development.  Progenics fired Perez the next... Read More

Topics: Employment, Litigation, Public Companies and Securities

CFTC Proposes to Amend Whistleblower Rules to Provide Anti-Retaliation Enforcement Authority

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The CFTC has proposed amendments to its whistleblower rules that reinterpret its anti-retaliation authority and proposes appropriate rule amendments to implement that authority. When the CFTC initially adopted its whistleblower rules, the CFTC was asked to clarify its enforcement authority over retaliation against whistleblowers. Citing the private right of action... Read More

Topics: Derivatives, Employment, Litigation

Recent SEC Enforcement Actions Prompt Consideration of Whistleblower Carve-outs

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The recent settlement of SEC enforcement actions concerning the Dodd Frank Act’s whistleblower provisions are prompting companies and their counsels to evaluate current and prospective severance and confidentiality agreements for language that could be viewed as restricting an individual’s ability to communicate with the SEC about possible securities law violations... Read More

Topics: Employment, Litigation, Public Companies and Securities

8th Circuit Dismisses Sarbanes-Oxley and Dodd-Frank Retaliation Claims

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In Beacom v. Oracle America, Inc., the United States Court of Appeals for the Eight Circuit considered retaliation claims under Sarbanes-Oxley and Dodd-Frank. The essence of the matter was a business unit of Oracle switched revenue projection methods from a “bottoms-up” method to a “top-down” method. Plaintiff Beacom claimed he... Read More

Topics: Employment, Litigation, Public Companies and Securities