In Williams v. Ji et al, the Delaware Court of Chancery examined an alleged scheme in which the Directors of Sorrento Therapeutics, Inc. granted themselves options and warrants for the stock of five subsidiaries over which the corporation had voting control. Shortly before or after the options grants, the board... Read More
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
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
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
A shareholder of Intel Corporation has filed a complaint in the United States District Court for the Southern District of New York. The shareholder seeks 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... Read More
[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
Following on the heels of its announcement to reconsider implementation of the conflict minerals rule, SEC Acting Chairman Michael S. Piwowar has announced his intention to conduct a review of the Dodd-Frank pay ratio rule. The Commission adopted the pay ratio disclosure rule in August 2015 to implement Section 953(b)... Read More
The U.S. Commodity Futures Trading Commission has obtained a federal court Consent Order against Defendant Jon S. Corzine, former CEO of MF Global Inc., requiring him to pay a $5 million civil monetary penalty for his role in MF Global’s unlawful use of customer funds totaling nearly one billion dollars... Read More
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
The CFPB issued a bulletin warning supervised financial companies that creating incentives for employees and service providers to meet sales and other business goals can lead to consumer harm if not properly managed. According to the CFPB, tying bonuses or employment status to unrealistic sales goals or to the terms... Read More