September 15, 2015

Whistleblowers: 2nd Circuit Defers to SEC in Dodd-Frank Retaliation Case (SCOTUS Next?)

Ahead of our webcast in two days that features the SEC’s Chief of the Office of Whistleblower – Sean McKessy – the Second Circuit agreed with the SEC in a split decision that a Dodd-Frank whistleblower did not have to make a report directly to the SEC to bring a Dodd-Frank retaliation claim. As noted in this Cooley blog, the three-judge panel in Berman v. Neo@Ogilvy LLC reversed and remanded a decision of the SDNY, which had dismissed a claim for retaliation by a former employee on the basis that Dodd-Frank’s whistleblower protections apply only to employees discharged for reporting violations to the SEC and not to employees who report violations only internally. This 2nd Circuit decision splits with the 5th Circuit – and as noted in this blog, it may be headed for the US Supreme Court…

Meanwhile, the SEC has posted its amicus curiae brief filed in Vincent Beacom v. Oracle America, a Eighth Circuit case about the interpretation of the anti-retaliation protection provisions to whistleblowers who report violations of securities laws internally without making a separate report to the SEC.

Yates Memo: D&O Insurance Considerations

Following up on my blog yesterday about the DOJ’s Yates memo, here’s a Mintz Levin blog about questions you should be asking now concerning your D&O insurance…

Tomorrow’s Webcast: “Evolution of M&A Executive Pay Arrangements”

Tune in tomorrow for the webcast – “Evolution of M&A Executive Pay Arrangements” – to hear Morgan Lewis’ Jeanie Cogill, Sullivan & Cromwell’s Matt Friestedt, Cravath’s Eric Hilfers and Wachtell Lipton’s Andrea Wahlquist cover the latest about executive compensation arrangements in deals.

Just got a mailer to promote a teleconference on “Holiday Party Law.” Too soon? Like putting up holiday decorations in mid-September…

Farewell to Sir Adrian Cadbury

I’m sad to note the recent passing of corporate governance statesman and change-agent, Sir Adrian Cadbury. In addition to being an Olympic rower, Sir Adrian was a warm and generous thought leader and many of his ideas for corporate governance were reflected in the UK’s “Cadbury Code” first adopted in the early 1990s – which became a template for governance reform all over the world. Here’s a farewell note from the ICGN:

Adrian is known to many of us as a global governance pioneer having chaired the development of the world’s first ‘corporate’ governance code. He drew upon a deep understanding of business ethics throughout his work – as chairman of the family firm Cadbury, which he developed into an international brand whilst remaining firmly rooted in his Quaker values. What is perhaps not quite so well known is that Adrian also sowed the seeds of investor stewardship. The inaugural UK Code set out principles of good governance practices for corporate boards but also made clear reference to the responsibilities of investors to enter into dialogue with companies and make considered use of their votes. This dialogue is the essence of what ICGN stands for today – to inspire good governance practices for companies and investors alike in their mutual responsibility to protect and generate sustainable value.

– Broc Romanek