Dodd-Frank.com

DOL Publishes New Rule for Sarb-Ox Retaliation Complaints

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The Dodd-Frank Act amended the Sarbanes-Oxley whistleblower provisions. The Department of Labor has published interim final rules to take into account the amendments.  According to the DOL, the regulatory revisions reflect the statutory amendments and also seek to clarify and improve OSHA’s procedures for handling Sarbanes-Oxley whistleblower claims. The DOL... Read More

Topics: Employment

ISS Signals 2012 Voting Policies

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ISS has posted its draft 2012 policies for comments.  The policies indicate a departure from prior ISS positions in evaluating executive compensation.  Perhaps more significantly, if a prior say-on-pay vote indicated significant opposition to pay practices, ISS may recommend withholding votes from compensation committee members, and a “no” vote on... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

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

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 – Part II

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We received favorable feedback on our article “Test Your Knowledge of the Whistleblower Rules,” so we thought a continuation would be appropriate.  Some specific factual questions and responses are set forth below.   1.         HighTech Corp. read the whistleblower rules carefully and noted that they do not specifically prohibit employees... Read More

Topics: Employment, Public Companies and Securities, Uncategorized