Dodd-Frank.com

OSHA Addresses Sarbanes-Oxley Whistleblower Releases

By

We have written about SEC enforcement actions related to severance and confidentiality agreements that restrict reporting matters to the SEC. OSHA has also issued guidance regarding settlement agreements with whistleblowers under Section 806 of the Sarbanes-Oxley Act.  According to the guidance: “OSHA will not approve a “gag” provision that prohibits,... Read More

Topics: Employment, Litigation, Public Companies and Securities

SDNY Awards Front Pay in Sarbanes-Oxley Whistleblower Retaliation Case

By

Perez v. Progenics Pharmaceuticals, Inc., involved a case where Plaintiff Perez drafted a memo to Progenics’ general counsel and his department head, accusing Progenics of committing fraud by publishing a false press release related to the status of clinical trials for a drug under development.  Progenics fired Perez the next... Read More

Topics: Employment, Litigation, Public Companies and Securities

CFTC Proposes to Amend Whistleblower Rules to Provide Anti-Retaliation Enforcement Authority

By

The CFTC has proposed amendments to its whistleblower rules that reinterpret its anti-retaliation authority and proposes appropriate rule amendments to implement that authority. When the CFTC initially adopted its whistleblower rules, the CFTC was asked to clarify its enforcement authority over retaliation against whistleblowers. Citing the private right of action... Read More

Topics: Derivatives, Employment, Litigation

Recent SEC Enforcement Actions Prompt Consideration of Whistleblower Carve-outs

By

The recent settlement of SEC enforcement actions concerning the Dodd Frank Act’s whistleblower provisions are prompting companies and their counsels to evaluate current and prospective severance and confidentiality agreements for language that could be viewed as restricting an individual’s ability to communicate with the SEC about possible securities law violations... Read More

Topics: Employment, Litigation, Public Companies and Securities

8th Circuit Dismisses Sarbanes-Oxley and Dodd-Frank Retaliation Claims

By

In Beacom v. Oracle America, Inc., the United States Court of Appeals for the Eight Circuit considered retaliation claims under Sarbanes-Oxley and Dodd-Frank. The essence of the matter was a business unit of Oracle switched revenue projection methods from a “bottoms-up” method to a “top-down” method. Plaintiff Beacom claimed he... Read More

Topics: Employment, Litigation, Public Companies and Securities

New Proposed Rules on Banker Incentive Compensation Released

By

The National Credit Union Administration, or NCUA, became the first of six Agencies to unveil a revised rule proposal under Section 956 of the Dodd-Frank Act: prohibiting incentive-based payment arrangements that the Agencies determine encourage inappropriate risks by certain financial institutions by providing excessive compensation or that could lead to... Read More

Topics: Banking, Broker-Dealer, Employment, Executive Compensation

Does the Dodd-Frank Compensation Clawback Make Sense?

By

Jesse M. Fried, Cambridge, Massachusetts, recently published a paper on the required Dodd-Frank compensation clawback.  In Mr. Fried’s view, the SEC’s proposed Dodd-Frank clawback, while reducing executives’ incentives to misreport, is overbroad. According to Mr. Fried, the economy and investors would be better served by a more narrowly targeted “smart”... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

Internal Pay Equity Disclosures: Ratio of CEO Pay to Other NEOs

By

Many are aware of the Dodd-Frank requirement to disclose the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer. We have published some examples of early adopters. Others have taken the internal pay equity issue further and disclosed ratios related to... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities