Dodd-Frank.com

Test Your Knowledge of the Whistleblower Rules

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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

Topics: Employment, Litigation, Public Companies and Securities

SEC Whistleblower Rules Exclude Certain Company Personnel

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The proposed SEC whistleblower rules excluded certain company personnel from making whistleblower claims.  For instance, a person with legal, compliance, audit, supervisory, or governance responsibilities for an entity could not be a whistleblower if the information was communicated to that person with the reasonable expectation that he or she would... Read More

Topics: Employment, Public Companies and Securities

A Review of Golden Parachute Disclosures and Voting in Acquisition Transactions

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The Dodd-Frank Act requires an advisory vote on “golden parachute compensation” in connection with a shareholder vote on a merger transaction.  In addition, the SEC requires disclosure of golden parachute compensation in connection with tender offers.  In each case, the disclosures consist of a table including the information set forth... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

First Dodd-Frank Whistleblower Case May Impact Internal Investigations

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[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

Topics: Employment, Litigation, Public Companies and Securities

A Review of Issuers Who Have Sought Golden Parachute Approvals at Annual Meetings

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We have been asked by general counsels of many public companies, and readers of our blog, if anyone was using the optional advisory approval of golden parachute arrangements permitted by the Dodd-Frank Act in connection with an annual meeting.  If done right, approval of golden parachute arrangements at an annual... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

A Comparison of Disney’s and HP’s Say-on-Pay Strategies

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Both Disney and HP filed materials with the SEC strongly condemning ISS’s no recommendation on say-on-pay and other matters.  Disney ultimately changed course and received support on its advisory vote on executive compensation, while HP did not.  Why the differences in strategy?  We do not know because we were not... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

HP-The Fourth No Vote–ISS Has Partial Win

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After announcing its “vehement disagreement” with ISS, HP held its shareholder meeting.  The inspector of elections announced his report would show that only 48% of the votes cast voted in favor of executive compensation.  ISS also urged withholding votes against certain directors related to the CEOs involvement in the nominating process. ... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

Disney Shareholders Approve Executive Compensation After Concessions to ISS

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Disney initially filed these additional soliciting materials in response to a “no recommendation” by ISS. Disney later announced that it had removed tax gross-ups from its executive employment agreements. Based on preliminary results announced at the shareholders meeting, 76% of shares voted to approve executive compensation under the say-on-pay vote. ... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

Tyco International Beats ISS by a Decisive Margin

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As previously reported, ISS had recommended a no vote for executive compensation for Tyco International.   Tyco’s efforts resulted it in decidedly beating ISS, with 70% of its shareholders voting to approve Tyco’s compensation plans. The initial implications are huge.  Is this a harbinger that ISS’ consultants are under-qualified and issue... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities