Beyond Say on Pay: The Latest Round of Executive Compensation Litigation – And Some Considerations on Defending Against It - 06/06/2013
First published by Corporate Board Member, May 20, 2013
Companies and directors have seen wave after wave of executive compensation litigation, from “say on pay” suits in the wake of Dodd-Frank, to threatened preliminary injunctions to enjoin shareholder votes. 

Reminder of Upcoming Dodd-Frank Compliance Dates for End-Users - 04/01/2013
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”) imposes a new regulatory framework upon swap dealers, major swap participants and other counterparties to swaps, including end-users.

Federal Court Strikes Down CFTC’s Position Limits Rule - 10/05/2012
On September 28, the United States District Court for the District of Columbia struck down a new position limit rule that the U.S. Commodity Futures Trading Commission (CFTC) had promulgated in response to the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank).

CFTC Makes “Special Calls” for 40S Filings from Some End-Users - 08/27/2012
The Commodity Futures Trading Commission (CFTC) recently sent notices or “special calls” to many end-users stating that those end-users are required promptly to make a 40S filing; many of the recent notices require 40S filings to be made by September 6, 2012. 

SEC Adopts Government Payment Disclosures for Resource Extraction Issuers - 08/27/2012
On August 22, 2012, the Securities and Exchange Commission (SEC) adopted final rules requiring annual disclosure of payments made to foreign governments and the U.S. federal government by “resource extraction issuers.”

SEC Adopts Rule for Disclosing Use of Conflict Minerals - 08/27/2012
On August 22, 2012, the Securities and Exchange Commission (SEC) adopted its final rule requiring annual disclosure of the use of conflict minerals that originated in the Democratic Republic of the Congo (DRC) or an adjoining country.

ISDA August 2012 Dodd-Frank Protocol - 08/15/2012
In order to facilitate compliance with certain rules described below (the “Covered Rules”) that have been promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Pub. L. No. 111-203, 124 Stat. 1376 (2010)) (the “Dodd-Frank Act”) and that will become effective on October 12, 2012, the International Swaps and Derivatives Association, Inc. (ISDA) has launched the ISDA August 2012 Dodd-Frank Protocol (the “Protocol”), which provides for certain standardized amendments to existing ISDA documentation.

Final Definition of “Swap” and Final End-User Exception - 07/16/2012
On July 10, 2012, the Commodity Futures Trading Commission (“CFTC”) approved the final definition for the term “swap” and the final rule that exempts end users from the clearing requirement for swaps in the Dodd-Frank Wall Street Reform and Consumer Protection Act (Pub. L. No. 111-203, 124 Stat. 1376 (2010)) (the “Dodd-Frank Act”).

Say-On-Pay Lawsuits Losing Steam - 07/10/2012
First published by Law360, July 10, 2012
The year 2011 brought the U.S. Securities and Exchange Commission’s final rules on “say on pay” advisory votes under the Dodd-Frank Wall Street Reform and Consumer Protection Act — and a slew of say-on-pay lawsuits to go with them.

Say-on-Pay Litigation: Shareholders Demand to Be Heard - 02/07/2012
First published by Thomson Reuters INFORMER, Winter 2012
Shareholders focus on corporate executive compensation levels and practices is at an all-time high, thanks in large part to the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) enacted in 2010.

SEC Issues Final Rules Regarding Mine Safety Disclosure Requirements Under the Dodd-Frank Act - 01/10/12
On December 21, 2011, the U.S. Securities and Exchange Commission (SEC) published its final rules implementing the mine safety disclosure requirements under Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (H.R. 4173, or “Dodd-Frank”).

SEC’s Final Rules Reject Requirement That Whistleblowers Report Internally Before Going to the SEC - 05/26/2011
On May 25, 2011, the U.S. Securities and Exchange Commission (“SEC” or “Commission”) adopted final rules governing the new whistleblower program implemented under Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank” or the “Act”).

Dodd-Frank Proposed Margin Requirements for Uncleared Swaps - 04/13/2011
On April 12, 2011, two separate sets of proposed rules were released to implement minimum margin requirements for uncleared swaps mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act. 

Impact of the Dodd-Frank Act on End Users of Derivatives - 03/08/2011
On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act" or the "Act") was signed into law by President Obama. Among the many goals of this legislation is the reduction of systemic risk in the financial system by regulation of the OTC derivatives market.

SEC Seeks Comments on Proposed Rule Regarding Companies’ Mining Disclosure Requirements Pursuant to the Dodd-Frank Act - 01/07/2011
The U.S. Securities and Exchange Commission (“SEC”) recently proposed new rules in an effort to clarify and implement the disclosure requirements currently applicable to issuer mining companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act (H.R. 4173, or the “Dodd-Frank Act”) which was enacted in July 2010. If adopted, the rules would implement Section 1503 of the Dodd-Frank Act by: (i) clarifying the scope of disclosure requirements currently in effect and incorporating them directly into the forms under which periodic reports are filed; (ii) requiring additional disclosures in periodic reports and in registration statements; and (iii) prescribing the method of compliance for certain reporting obligations to make disclosures easier for investors to understand.

New Executive Compensation and Corporate Governance Requirements for Public Companies Under the Dodd-Frank Act- 09/07/2010
Public companies should begin preparing for the new executive compensation and corporate governance requirements established by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) that was signed into law on July 21, 2010.

Expanded Disclosure Requirements for Oil, Gas, and Mining Companies- 08/19/2010
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”), passed by Congress on July 15, 2010, and signed into law by President Obama on July 21, 2010, significantly expands SEC disclosures for oil, gas, and mining companies relating to payments to foreign governments and the United States federal government and, for mining companies, mine safety violations and actions.

Get Prepared for Dodd-Frank- 08/04/2010
The new Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act” or the “Act”) will have significant consequences for public companies across every industry.

Anticipating the Impact of Historic Financial Reform - 07/16/2010
The United States Senate and House of Representatives approved the Conference Report to HR 4173 (The Dodd-Frank Wall Street Reform and Consumer Protection Act) on July 15, 2010, and June 30, 2010, respectively. The legislation now heads to President Barack Obama for consideration.

Upping the Ante for Whistleblowers: New Regulatory Reform Act Incentivizes Whistleblowers to Disclose Potential Violations of the Foreign Corrupt Practices Act to the Government - 06/28/2010
Among its sweeping regulatory reforms aimed at the financial industry, a little-noticed provision of the Restoring American Financial Stability Act of 2010 (the "Act") likely will have a substantial impact on public companies subject to the U.S. Foreign Corrupt Practices Act (“FCPA”) by incentivizing “whistleblowers” who provide original information to the Securities and Exchange Commission (“SEC”) with a bounty in the event the SEC later recovers damages or penalties from the companies.