In Pezza v. Investors Capital Corp., (D. Mass. Civ. Ac. No. 10-10113-DPW), the plaintiff claimed he was wrongfully retaliated against, in violation of the Sarbanes-Oxley Act, after having raised concerns regarding misconduct by the defendants in connection with securities transactions. The defendants raised the obligation to arbitrate as an affirmative... Read More
The first public company received credit for its cooperation as a result of the SEC’s policy with respect to cooperation in investigations and enforcement actions announced in January 2010. The public company, Carter’s, Inc., entered into a non-prosecution agreement. The SEC charged a former Executive Vice President of Carter’s Inc.... Read More
In Morrison v. National Australia Bank, the Supreme Court limited the extraterritorial scope of Section 10(b) of the Securities and Exchange Act of 1934 by holding that the antifraud provision only applies to domestically listed security transactions. 130 S. Ct. 2869, 2884 (2010). Notwithstanding this decision, the Securities and Exchange... Read More
The SEC has published its proposed whistleblower rules, complete with almost 30 pages of forms for whistleblowers to use. Employers (and let’s not forget that this applies to all employers, public and private) have rightly been concerned about the provisions of Section 21F of the Securities Exchange Act, as set... Read More
Sarbanes-Oxley requires executives to reimburse their public company employers for bonuses and profits realized from the sale of company stock for the 12 month period following the filing of a false financial report that requires a financial statement restatement. The recent Second Circuit Court of Appeals DHB Industries, Inc. case... Read More
As widely expected and reported earlier at Dodd-Frank and the Law, yesterday President Obama signed the Dodd-Frank Freedom of Information Restoration Amendments, which repealed the Dodd-Frank Act’s provisions that exempted certain records from the Freedom of Information Act’s public disclosure requirements, into law.
As we noted last week, the Business Roundtable and the Chamber of Commerce of the United States of America (the “petitioners”) filed a petition with the United States Court of Appeals for the District of Columbia Circuit seeking review of recent changes to the SEC’s proxy and related rules. On... Read More
The SEC has issued a final rule repealing former Section 21A(e) of the Securities Exchange Act of 1934, pursuant to which the SEC had been empowered to make monetary awards to persons that provided information relating to insider trading violations where investigations into such violations led to the collection of... Read More
One of the more controversial provisions of the Dodd-Frank Act allows information gathered by the SEC in its examination and investigation of those entities it regulates to not be subject to disclosure under the Freedom of Information Act. It also appears to be the first piece of the Dodd-Frank Act... Read More
The Securities and Exchange Commission today issued a report cautioning credit rating agencies about deceptive ratings conduct and the importance of sufficient internal controls over the policies, procedures, and methodologies the firms use to determine credit ratings. The report says that because of uncertainty regarding a jurisdictional nexus between the... Read More