Archives: Dodd-Frank

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Conflict Minerals–What Just Happened and What Didn't

The conflict minerals saga continues. Background In April 2014, the Court of Appeals for the D.C. Circuit in National Association of Manufacturers v. SEC held that the conflict minerals rule’s requirement that companies state that their products have not been found to be “DRC conflict free” violated the First Amendment. Subsequently, the SEC staff released … Continue Reading

Pay Ratio Disclosure: Lemonade from Lemons

Well, the SEC’s new pay ratio rules are finally out. We’ve all known they were coming for quite some time, dating all the way back to their origin in 2010—Dodd-Frank’s Section 953(b) mandate—followed by the SEC’s proposed rule back in September 2013. And while certain shareholder activists and corporate governance advocacy groups are no doubt … Continue Reading

The New Pay-for-Performance Proposal–A Misstep by the SEC

  The SEC last week finally proposed rules mandated by Dodd-Frank providing for disclosure of the relationship between compensation actually paid to executives and company financial performance. While it is important to remember that Congress, not the SEC, initiated this rulemaking (meaning that the staff probably wishes it didn’t have to be sidetracked by this … Continue Reading

Another Whistleblower Award Wrinkle

There is no longer any doubt that the SEC is serious about implementing its whistleblower program. According its most recent award announcement, the program has now paid more than $50 million to whistleblowers since its 2011 inception. Another award last week is noteworthy not only for its eye-catching amount (between $1.4 million and $1.6 million), … Continue Reading

The SEC Enforces Whistleblower Protection from Confidentiality Agreements

Earlier this week, the SEC announced in a first-of-its-kind enforcement action that certain KBR, Inc. confidentiality agreements violated the whistleblower protections of the Dodd-Frank Act. What happened… The SEC found that KBR, a global technology and engineering company, had required witnesses in certain internal investigations to sign confidentiality agreements containing language that threatened discipline or … Continue Reading

SEC Proposes Long-Awaited Hedging Disclosure Rules

The SEC recently proposed rules to implement Dodd-Frank-mandated disclosure regarding permitted hedging by officers and directors. If you have been following the post-Dodd-Frank rulemaking saga, you know that this is one of the last rules on the SEC’s list for adoption. The proposed rule… The proposal would add the following new paragraph (i) to Item … Continue Reading

Takeaways from the Latest Whistleblower Awards

Two recent awards by the SEC are noteworthy reminders that it continues to vigorously implement its whistleblower bounty program and that companies must be vigilant when dealing with internal complaints. A whistleblower refresher… The Dodd-Frank Act created the whistleblower bounty program by adding Section 21F to the Securities Exchange Act of 1934. The SEC is … Continue Reading

Clawback Policies–What to Do?

Clawbacks have been around for more than a decade.  Beginning in 2002, Sarbanes-Oxley required CEOs and CFOs to reimburse incentive or equity compensation received or profits from the sale of company securities during the twelve months following issuance of financials that were subsequently restated due to misconduct. Dodd-Frank expanded the concept in 2010 by mandating … Continue Reading

Proposed SEC Pay Ratio Rules

Last week, the SEC proposed a new rule that would require public companies to disclose: The median annual total compensation of all employees except the CEO, The annual total compensation of the CEO, and The ratio of the two amounts. The proposed rule, which has been long-delayed and highly controversial, is required by the Dodd-Frank … Continue Reading