Dodd-Frank.com

Does the Dodd-Frank Compensation Clawback Make Sense?

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Jesse M. Fried, Cambridge, Massachusetts, recently published a paper on the required Dodd-Frank compensation clawback.  In Mr. Fried’s view, the SEC’s proposed Dodd-Frank clawback, while reducing executives’ incentives to misreport, is overbroad. According to Mr. Fried, the economy and investors would be better served by a more narrowly targeted “smart”... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

Internal Pay Equity Disclosures: Ratio of CEO Pay to Other NEOs

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Many are aware of the Dodd-Frank requirement to disclose the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer. We have published some examples of early adopters. Others have taken the internal pay equity issue further and disclosed ratios related to... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

Proposed Legislation Expands Whistleblower Protections

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The Whistleblower Augmented Reward and Nonretaliation Act of 2016, with the confusing alternative title of the WARN Act of 2016, has been introduced before the House of Representatives. The proposed legislation would amend the Exchange Act to provide an employer may not take any action to impede an individual who... Read More

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

SEC Brings $11,000 SOX Clawback Action

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The SEC alleges that Marrone Bio Innovations, Inc. misstated its revenue. The SEC recently brought a settled enforcement action against its former CFO.  The SEC alleges the CFO received bonuses during the 12-month periods following the filings containing financial results that MBI was required to restate. The settlement requires the... Read More

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

Yahoo! Compensation Litigation – History May Not Repeat Itself but it Often Rhymes

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The Delaware Court of Chancery has issued an opinion on a Section 220 demand made against Yahoo! No complaint has yet been filed, and although Vice Chancellor Laster speculates on some inferences that can be drawn, no one has proven anyone has done anything wrong. The allegations in the case... Read More

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

Court Tosses Dodd-Frank Retaliation Claim – No Proof of Whistleblowing or Retaliation

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In Yang v. Navigators Group, Inc., the Southern District of New York granted summary judgment for the defendant on a dual pronged complaint claiming unlawful retaliation under the Sarbanes-Oxley Act and the Dodd-Frank Act.  While the Court analyzed the SOX claims in detail, it stated that while the elements of... Read More

Topics: Employment, Litigation, Public Companies and Securities