Category Archives: SEC

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Ninth Circuit Widens Circuit Split on Whether Dodd-Frank Protects Internal Whistleblowing

Introduction On March 8, 2017, in Somers v. Digital Realty Trust Inc., No.15-cv-17352 (9th Cir., March 8, 2017), the Ninth Circuit Court of Appeals affirmed the district court’s denial of the defendant’s motion to dismiss a whistleblower claim brought under the Dodd-Frank Act’s (“DFA”)’s anti-retaliation provision. In a 2-1 decision, the majority endorsed the approach … Continue Reading

GT Insights for Public Companies

SEC SEC Revisits Pay-Ratio and Conflict Minerals Reporting Last week, the acting chair of the SEC, Michael Piwowar, reopened for public comment the Dodd-Frank pay-ratio rule, which mandates that companies disclose median worker pay and compare it with CEO compensation. The order comes only one week after Piwowar directed the SEC staff to reconsider its … Continue Reading

GT Insights for Public Companies

Governance ISS Releases 2017 Voting Policy Updates On Nov. 21, 2016, Institutional Shareholder Services, or ISS, released its voting policy updates for the 2017 proxy season.  This release followed ISS’ review of the results of its policy survey, which was summarized in the Oct. 31, 2016 edition of GT Insights.  The following is a brief … Continue Reading

SEC Scrutinizes Severance Agreements for Compliance With Dodd-Frank

Recent SEC Fines On Aug. 16, 2016, the U.S. Securities and Exchange Commission (SEC) announced that it had issued its second fine in as many weeks concerning a company’s use of severance agreements that contain confidentiality and/or covenant-not-to-sue or release provisions that allegedly violate SEC whistleblower Rules. These recent SEC charges arise from SEC Rules, … Continue Reading