June 19, 2013

Video Killed the Radio Star: Launch of My “Take Two” Videos

I’ve been wanting to get more into video for a long time. A really long time. And now that most of us have iPads and other devices attached to our hips, I am making that push with the launch of my regular series entitled “Take Two.” The idea is very short videos – two minutes long (hence the series name) – on random topics, with the arthouse production of someone working out of their garage. In other words, for me to have fun – and hopefully you too. I’m sure my process and production will evolve as I experiment – so please feel free to share criticism, ideas and feedback.

My first episode is “BlackRock: Investor Gigante” – which gives you the gist of this recent NY Times article. A quick and dirty way to learn about the largest investor out there:

Are Severance Agreements Violating the SEC’s Whistleblower Laws?

Jill Radloff of Leonard Street gives us this news via this blog:

Two partners from a self-described law firm that specializes in the representation of whistleblowers have sent a letter to the SEC Commissioners complaining about the use of severance agreements to prevent employees from participating in the SEC whistleblower program. The letter complains about contractual clauses inserted in severance agreements with departing employees such as:

– Employee agrees that he will not use or disclose any Company information at any time subsequent to the execution of the Agreement, except as required by law. Company information does not include information or knowledge which Employee is required to disclose by order of a governmental agency or court after timely notice of the order has been provided to the Company.
– Employee represents that he has not filed any lawsuit, claim, charge, or complaint regarding the Company with any local, state, or federal agency, self-regulatory organization, or court.
– Employee hereby irrevocably assigns to the federal government, or relevant state or local government, any right Employee may have to any proceeds, bounties or awards in connection with any claims filed by or on behalf of the government under any laws, including but not limited to, the False Claims Act and/or the Dodd-Frank Act (and/or any state or local counterparts of these federal statutes or any other federal, state or local qui tam or “bounty” statute) against the Company. Employee also represents and promises that Employee will deliver any such proceeds, bounties or awards to the United States government (or other appropriate governmental unit).
– Employee will inform the Company within ten (10) days of receipt of a subpoena or inquiry requesting information relating to the Company and will cooperate with the Company in any investigation, regulatory matter, arbitration and/or any third-party lawsuit in which the Company is a subject or party.

The letter requests the SEC issue a regulation or an opinion clarifying the breadth of actions that the SEC views as likely to “impede” communication with the SEC under the whistleblower program. The law firm believes this would stem the growth of what they believe is an apparent effort to discourage whistleblowers from providing information to the SEC.

Meanwhile, the SEC has made its second whistleblower award – memos on this development are being posted in our “Whistleblowers” Practice Area.

More on our “Proxy Season Blog”

We continue to post new items regularly on our “Proxy Season Blog” for members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

– Harvard Hires Sustainable Investing VP
– Corp Fin: Lobbying Expenditure, Political Giving Not Duplicative
– Hewlett-Packard Directors Win Re-Election Despite Challenging Campaigns
– Proxy Season Preview: ESG Proposals – Part 2
– Divergent Corp Fin Decisions on Independent Chair Proposals
– Corp Fin Explains Analysis for Assessing Vague Shareholder Proposals Under (i)(3)

– Broc Romanek