A little inside scoop in the ATP fee-shifting bylaws case

by Cydney Posner Today, at the PLI Securities Regulation Institute, the Honorable Jack Jacobs, formerly a Justice of the Delaware Supreme Court, was asked to comment on ATP Tour, Inc. v. Deutscher Tennis Bund, the Delaware Supreme Court case holding that a “fee-shifting” bylaw adopted by a board was “facially […]

Expecting SEC comments on your conflict minerals filing? Don’t hold your breath.

by Cydney Posner Waiting for those helpful and informative SEC comments on your — or even better, other companies’ — Form SD conflict minerals filings? Fuggedaboutit. At today’s PLI Securities Regulation Institute, Shelley Parratt, Corp Fin Deputy Director, Disclosure Operations, confirmed that, while Corp Fin is “assessing” this year’s conflict […]

More “broken windows” enforcement from the SEC?

by Cydney Posner Yesterday, the SEC announced that it had sanctioned ten companies (generally, smaller reporting companies traded on OTC Link) for failing to make required Form 8-K disclosures related to financings and unregistered stock sales. Individual penalties were either $25,000 or $50,000, being paid to the SEC in installments.

SCOTUS hears Omnicare: when can a statement of opinion be actionable as a “false statement of material fact”?

by Cydney Posner Yesterday, SCOTUS heard oral argument  in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund. The case seeks to answer this question: when can a statement of opinion be actionable as a “false statement of material fact”?  That is, for purposes of Section 11, a “strict […]

Study shows whistleblower complaints lead to increased penalties and likelihood of enforcement

by Cydney Posner An academic study, first reported by the WSJ, concludes that, in regulatory enforcement actions brought by the SEC and DOJ alleging financial misrepresentation, employee whistleblowers have a consequential impact on regulatory outcomes, increasing the size of penalties, length of prison sentences and duration of the actions. In addition, […]

SEC to issue concept release regarding audit committees

by Cydney Posner Compliance Week reports  that SEC Chair Mary Jo White, speaking before the Investor Advisory Group of the PCAOB, said that the SEC plans to Issue a concept release in early 2015 “exploring possible avenues for elevating the work of public company audit committees.” The release is expected to address many […]

Director of SEC whistleblower office encourages staff to find whistleblower retaliation cases

by Cydney Posner According to Law360, the director of the SEC’s whistleblower office, Sean McKessy, is exhorting the staff of that office to set a high priority on cases involving employer retaliation for whistleblower complaints. During an interview,  McKessy “said his office was actively looking for cases to bring against […]