TheCorporateCounsel.net

April 6, 2015

Whistleblowers: SEC Brings 1st Confidentiality Agreement Case – Your Action Items

As the SEC has been telegraphing through its requests to review corporate agreements, the SEC brought its 1st enforcement action against a company for including improper restrictive language in confidentiality agreements last week. As noted in this press release, KBR agreed to pay a $130k civil penalty and take other remedial actions. It’s clear that the SEC intends to take an aggressive approach to interpreting and enforcing Rule 21F-17. We’re posting oodles of memos in our “Whistleblowers” Practice Area. As this Gibson Dunn memo notes:

A question remains how far the Commission’s enforcement activity will extend beyond confidentiality agreements–like KBR’s–that concern internal company investigations of potential compliance concerns, as distinguished from confidentiality provisions in general employment contracts, for example. Nonetheless, public companies and others will want to examine their existing agreements and practices in light of the SEC’s reading of the Rule, while recognizing that the SEC’s surprisingly broad interpretation of the Rule has not been accepted by any court, and may be at odds with companies’ legitimate interests in protecting trade secrets and other confidential information.

Also see this WSJ op-ed from Gibson Dunn’s Eugene Scalia entitled “Blowing the Whistle on the SEC’s Latest Power Move”…

SEC Tweaks Reg A+ Adopting Release

Hat tip to Richie Leisner of Trenam Kemker for pointing out that the SEC has quietly posted a revised Reg A+ adopting release last week. The revised adopting release now has page numbers all the way through the table of contents – the first version only had page numbers on pages 6 and 7. So if you printed out the release when it first came out, you may want to do so again…

Sights & Sounds from Taiwan

Great trip to Taiwan last week. Loved the country. Didn’t see Taiwan’s SEC – but did run across the Treasury building:

t treasury

And this museum certainly seems unique:

t museum

This video highlights the use of scooters to get around & the popularity of basketball (including among women, who were playing everywhere – nearly as much as the men):

– Broc Romanek