Jumping on the bandwagon with other circuit courts, an influential federal appeals court has adopted for the first time a five-part test for determining the nature of the attorney-client relationship between corporate employees and corporate counsel. The California-based Ninth Circuit Court of Appeals, in the case of U.S. v. Graf, adopted the Third Circuit’s widely […]
Melissa Klein Aguilar
Posted inFrom the Archive
Poll: Costs Drove Notice & Access Adoption for Issuers
What impact recent changes to the “notice and access” proxy distribution model will have on its adoption for the coming proxy season remains to be seen, but a recent survey sheds some light on results from the 2010 season. For the 2010 proxy season, 42 percent of 329 respondents to a survey conducted by Bowne […]
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SEC Staff Seeks Comments on the Impact of IFRS Adoption
The staff of the Securities and Exchange Commission is seeking public comment on dozens of questions as part of its Work Plan on the possible adoption of International Financial Reporting Standards for U.S. issuers. The agency issued the requests for comment in two separate releases dated Aug. 12. Comments on both are due 60 days […]
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It’s Official: SEC to Take Up Proxy Access Aug. 25
Confirming the recent rumors, the Securities and Exchange Commission has officially posted notice that it will finally hold a vote next week on a proposal to give shareholders access to corporate proxies for nominating directors. According to the Aug. 18 Sunshine Act Meeting Notice, the SEC will hold an open meeting on Aug. 25 to […]
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Reminder: Broker Votes Out for Say On Pay
Companies may need to revisit their proxy math: Broker discretionary votes are officially out for say-on-pay proposals. Per Section 957 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the national securities exchanges are required to amend their rules to prohibit member organizations from voting shares without specific client instructions on matters related to […]
Posted inRegulatory Enforcement
How to Size Up, and Manage, FCPA Investigation Costs
Corporations worried about compliance with the Foreign Corrupt Practices Act—which would be, like, all of them—have a few more glimpses into the costs of investigating and settling FCPA probes that might prove to be useful benchmarks. FCPA headlines tend to be dominated by large corporations settling large corruption problems, with large fines and penalties in […]
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More Whistleblower Reforms in Dodd-Frank Act
Companies ought to prepare for another potential headache stemming from the recently passed Dodd-Frank Act: An uptick in whistleblower retaliation claims. The law has already received much publicity for the “bounty program” it establishes for whistleblowers who raise their concerns with the Securities and Exchange Commission, and can then collect a portion of any proceeds […]
Posted inRegulatory Enforcement
FCPA Leniency Program Built on Antitrust Model?
More summer reading for those with an interest in anti-corruption enforcement: The latest thinking on how federal prosecutors can encourage cooperation by rewarding companies for self-reporting transgressions of U.S. anti-bribery laws, courtesy of Baker & McKenzie partners Robert Tarun and Peter Tomczak. In their proposal for leniency for self-reporting and cooperation by companies that uncover […]
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C&DI Updates From Corp Fin
The staff in the Securities and Exchange Commission’s Division of Corporation Finance has published several updates to its Compliance & Disclosure Interpretations. The updates published Aug. 11 include eight new interpretations and three revisions to existing interpretations. Two of the revised interpretations (Revised Question 139.29 and Revised Question 139.30) relate to lock-up agreements. A number […]
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SEC Allows Enforcement Staff to Keep Subpoena Power
The senior staff of the Securities and Exchange Commission’s Enforcement Division gets to keep its authority to issue subpoenas, a power granted to it on a pilot basis last year in an effort to speed the pace of investigations. This time last year, the Commission adopted a rule that, for the first time, delegated its […]