Dodd-Frank.com

SEC Seeks Public Comment Regarding Private Rights of Action for Transnational Securities Fraud

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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

Topics: Litigation, Public Companies and Securities

Sarbanes-Oxley Prevents Indemnification for Clawback Claims – Dodd-Frank Implications

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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

Topics: Executive Compensation, Litigation

SEC Warns Rating Agencies

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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

Topics: Banking, Litigation, Public Companies and Securities

Fiduciary Duty Rulemaking Looms for Brokerage Industry

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An article in yesterday’s Wall Street Journal provides a good, short overview of the issues and differing viewpoints surrounding the SEC’s upcoming broker-dealer fiduciary duty rulemaking.   As the article correctly points out, registered investment advisers have long been held to a fiduciary standard vis-a-vis their clients.  The brokerage industry has generally resisted... Read More

Topics: Banking, Litigation, Public Companies and Securities