Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest

First Meeting of Financial Stability Oversight Council

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The Financial Stability Oversight Council (sometimes referred to as FSOC) convened its first “Official” meeting on October 1, 2010.  There’s no lack of political maneuvering behind the scenes.  Despite the congressional scuttlebutt, the Council appeared to have a focused, energized agenda.  It passed resolutions during its meeting concerning a variety of... Read More

Topics: Banking, Insurance, Private Equity

Dodd-Frank and SOX Whistleblower Protections


The cooperation of corporate whistleblowers may be a crucial element of a transparent and fully accountable market place.  However,  many employees with knowledge of violations remain silent for fear of retaliation from their employers.  The Sarbanes-Oxley Act attempted to increase the number of corporate insiders willing to come forward and... Read More

Topics: Public Companies and Securities

Public Companies Will Need Special Board Approval to Enter Into Non-Cleared Swaps


Title VII of the Dodd-Frank Act broadly requires many swap transactions to be subject to exchange trading and clearing requirements.  However, many end-users of swaps that use derivatives for legitimate hedging purposes are in many cases not subject to the clearing and exchange trading requirements.  It is anticipated most end-users... Read More

Topics: Energy, Public Companies and Securities

Say-on-Pay Issues — What to Expect this Month from the SEC


The SEC has announced that it expects to issue proposed rules on say-on-pay during October 2010.  This rulemaking is important for public companies because Dodd-Frank mandates that all proxy statements for the first annual shareholders meeting held after January 21, 2011 include a say-on-pay proposal. The SEC has been soliciting... Read More

Topics: Executive Compensation, Public Companies and Securities, Uncategorized

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


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