Dodd-Frank.com

A Comparison of the Cincinnati Bell and Beazer Say-on-Pay Decisions

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In Cincinnati Bell, the United States District Court declined to grant a motion to dismiss a law suit resulting from a failed say-on-pay vote (a copy of the decision is available on thecorporatecounsel.net).  A Georgia Court reached the opposite result in the Beazer case (a copy of the decision is... Read More

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

Court Refuses to Dismiss Say-on-Pay Lawsuit

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The United States District Court for the Southern District of Ohio recently refused to grant the defendants’ motion to dismiss litigation resulting from Cincinnati Bell’s failed say-on-pay vote required by the Dodd-Frank Act.  Business Judgment Rule The court noted that Ohio courts follow the “business judgment rule.”  Directors face liability... Read More

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

Another Executive Agrees to Sarb-Ox Clawback Even Though Not at Fault

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The SEC announced a settlement with the former chief financial officer of Beazer Homes USA to recover his bonus compensation and stock sale profits from the period when the Atlanta-based homebuilder was committing accounting fraud. According to the SEC’s complaint filed in federal court in Atlanta, James O’Leary is not... Read More

Topics: Employment, Litigation, Public Companies and Securities

CFTC: If Rule 10b-5 Works For the SEC, It Should Work For Us Too (And Maybe We’ll Win More Than One Case Every 35 Years)

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The CFTC’s new anti-manipulation and anti-fraud rules are based on the SEC’s Rule 10b-5.  One CFTC Commissioner believes the new rule will end the CFTC’s nearly unanimous 35-year losing streak in this area, while another believes the rule’s lack of clarity and vagueness will cause significant confusion in the marketplace. ... Read More

Topics: Banking, Derivatives, Energy, Executive Compensation, Litigation

Final Rules Permit FDIC to Clawback Compensation Based on Negligence for Covered Financial Companies

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The FDIC has adopted final rules which provide that the FDIC, as receiver of a covered financial company, may recover from senior executives and directors who were substantially responsible for the failed condition of the company any compensation they received during the two-year period preceding the date on which the... Read More

Topics: Banking, Employment, Executive Compensation, Litigation

Test Your Knowledge of the Whistleblower Rules

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Consider these hypothetical facts:  Joe Ledger, an accountant at HighTech Co., an exchange traded company, finds some evidence of some mysterious transactions that occurred in the fourth quarter of 2010, indicating that revenue may have been improperly inflated.  In accordance with HighTech’s policy, Joe reports this information to Pete Flyspeck,... Read More

Topics: Employment, Litigation, Public Companies and Securities

First Dodd-Frank Whistleblower Case May Impact Internal Investigations

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[Update:  The case against TradingScreen was ultimately dismissed.  Interested readers should refer to subsequent case history.] Egan v. TradingScreen Inc. (S.D.N.Y. May 4, 2011) is the first case dealing with the Dodd-Frank Act’s whistleblower provisions that we are aware of.  Plaintiff Patrick Egan was employed by TradingScreen.  It seems to fall... Read More

Topics: Employment, Litigation, Public Companies and Securities