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
As we noted, the United States District Court for the Southern District of Ohio recently declined to grant a motion to dismiss filed by the officers and directors of Cincinnati Bell that resulted from a failed say-on-pay vote required by the Dodd-Frank Act. The Court’s decision appears to be poorly... Read More
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
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
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
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
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
The SEC has adopted final whistleblower rules under Section 922 of the Dodd-Frank Act. A controversial issue with respect to the proposed rules was the impact of the whistleblower program on companies’ internal compliance processes. The final rules do not to include a requirement that whistleblowers report violations internally, but... Read More
[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
It is no secret that the SEC is expected to review disclosures regarding loss contingencies this year. To see what may be ahead, we looked at some recent SEC comment letters regarding loss contingencies. If the SEC notes a significant potential loss, they may ask pointed questions about it. And... Read More