Dodd-Frank.com

ISS Seeks Comment on Updated Policies Including Gender Pay Gap

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ISS has made available for public comment certain proposed changes to ISS’ benchmark voting policies for 2018 that could generally become effective for the upcoming proxy season. In the U.S., ISS is proposing three changes: Gender Pay Gap Shareholder Proposals: ISS is proposing specific factors to consider when making a... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

ISS Policy Application Survey Highlights Director Pay and Gender Pay Gap

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This year ISS conducted two surveys. One was a high-level survey covering a small number of fundamental and high-profile topics.  We reported the results here.  ISS has now announced the results of a second, more expansive and geographically diverse Policy Application survey.  ISS highlighted the following results 2017 Policy Application... Read More

Topics: Executive Compensation, Public Companies and Securities

CPA Can’t be a Whistleblower for Non-Public Entities

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Reyher v. Grant Thornton, LLP analyzed whether an employee of a CPA firm is protected by the anti-retaliation provisions of the Dodd-Frank Act for lodging complaints with an employer about suspected illegal activity regarding non-public clients. The Plaintiff discovered what she believed were accounting irregularities in tax matters for non-public... Read More

Topics: Employment, Executive Compensation, Litigation, Public Companies and Securities

Director Equity Grants and Vote Buying Subject to Entire Fairness Review

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In Williams v. Ji et al, the Delaware Court of Chancery examined an alleged scheme in which the Directors of Sorrento Therapeutics, Inc. granted themselves options and warrants for the stock of five subsidiaries over which the corporation had voting control. Shortly before or after the options grants, the board... Read More

Topics: Executive Compensation, Litigation, Public Companies and Securities

Supreme Court to Determine Scope of Whistleblower Protection

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A percolating issue with respect to the SEC’s whistleblower regulations is whether the anti-retaliation protections apply only when suspected misconduct is reported to the SEC, or whether the protections also apply when the whistleblower reports the misconduct internally. Two circuit courts have held internal reporting is protected under the Dodd-Frank... Read More

Topics: Employment, Executive Compensation, Litigation, Public Companies and Securities

CFTC Revises Whistleblower Rule to Enhance Anti-Retaliation Protection

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The CFTC has adopted final amendments to its whistleblower rules that will, among other things, strengthen the CFTC’s anti-retaliation protections for whistleblowers and enhance the process for reviewing whistleblower claims. Based on a reinterpretation of the CFTC’s anti-retaliation authority under the Commodity Exchange Act (CEA), the CFTC or the whistleblower... Read More

Topics: Derivatives, Employment, Executive Compensation

Shareholder Dismisses Case with Prejudice that Sought to Block Amendment to Intel Stock Plan

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As we noted here, a shareholder of Intel sought a preliminary and permanent injunction and any other appropriate relief with respect to a stockholder vote to approve the amendment and restatement of Intel’s 2006 equity incentive plan to add 33 million shares to the plan and extend its term. The... Read More

Topics: Employment, Executive Compensation, Litigation, Public Companies and Securities

Shareholder Seeks to Block Amendment to Intel Stock Plan

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A shareholder of Intel Corporation has filed a complaint in the United States District Court for the Southern District of New York. The shareholder seeks a preliminary and permanent injunction and any other appropriate relief with respect to a stockholder vote to approve the amendment and restatement of Intel’s 2006... Read More

Topics: Executive Compensation, Litigation, Public Companies and Securities