Symantec Beats Litigation Challenging Proxy Disclosures for Annual Meeting


A California court recently granted Symantec’s demurrer in a lawsuit that challenged its proxy statement disclosures in connection with an annual meeting.  For those of us who haven’t been to law school recently, a demurrer appears to be the equivalent of dismissal for failure to state a cause of action.... Read More

Topics: Executive Compensation, Litigation, Public Companies and Securities

SEC Sanctions Two Investment Advisers for Impeding Examinations


The Securities and Exchange Commission has sanctioned two investment advisory firms for impeding examinations conducted by SEC staff. An SEC investigation found that Evens Barthelemy and his New York-based firm Barthelemy Group LLC misled SEC examiners by inflating the firm’s claimed assets under management (AUM) ten-fold in an apparent attempt... Read More

Topics: Investment Advisers, Litigation, Private Equity

Court Holds Compensation Committee Had No Duty to Alter Compensation After Failed Say-On-Pay Vote


In 2011, 52% of Dex One Corporation’s shareholders voted against Dex One’s 2010 executive compensation as disclosed in its proxy statement.  Plaintiff Brad Haberland subsequently commenced a derivative action claiming, among other things, that Dex One’s directors breached their fiduciary duties when the directors failed to alter or amend the... Read More

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

Recent CLE Materials – Minnesota Law


David Jenson and I recently presented at the Minnesota CLE’s annual Business Law Institute.  Our formal 2011 case and statutory summary can be accessed here and our PowerPoint can be accessed here.  We’ve also included our summary from 2010 here.   Among other things, they contain plenty of cautionary tales for... Read More

Topics: Litigation, Uncategorized

SEC Approves FINRA Rule Change Regarding Non-Arbitration of Whistleblower Disputes


On November 21, 2011, the Financial Industry Regulatory Authority, Inc., or FINRA, filed with the SEC a proposed rule change to amend FINRA Rule 13201 of the Code of Arbitration Procedure for Industry Disputes (‘‘Industry Code’’) to align the rule with statutes that invalidate predispute arbitration agreements for whistleblower disputes.... Read More

Topics: Broker-Dealer, Litigation