TheCorporateCounsel.net

Twitter is so 2016. At our recent “Women’s 100 Conference,” one forward-thinking company said their IR team prefers live Q&A via “Sli.do” – an audience interaction platform that lets you crowd-source & filter questions in real time. Some companies are also considering holding live meetings on Facebook & Periscope – if they can get comfortable with Reg FD. Learn more about social media & Reg FD in our newly updated “Regulation FD Handbook“…

Risk Oversight: Social Media & Your Brand

One challenge of a social media crisis is that everyone – customers, shareholders, employees, directors – sees & reacts to it simultaneously. This Deloitte memo outlines how boards can be more nimble by preparing in advance for this risk. Here’s an excerpt:

Board members who understand the brand and reputational risks posed by social media and make an effort to understand how brands are positioning themselves can better help their organizations prepare and respond to brand-threatening incidents. Board members can ask questions like these to help senior executives clarify brand positioning and mitigate potential damage on social media:

1. Is our messaging on social media platforms consistent with our core values?

2. Do we have the data and analytics to show that our actions on social media live up to our brand promise?

3. Which tools are we using to monitor our social media channels and conversations about the brand? How are we using the insights to inform our strategy and mitigate risk?

4. Is there a crisis management plan or playbook for a social media incident?

5. Have we developed and communicated the appropriate social media policies to our employees and if so, how are they monitored and reinforced?

SCOTUS: Whistleblower Case Is a “Go”!

Yesterday, the US Supreme Court agreed to review a Ninth Circuit opinion – Somers v. Digital Realty Trust – to consider whether employees who report misconduct internally within their companies (and not to the SEC) are entitled to anti-retaliation protections as “whistleblowers.” Here’s the news from this WSJ article by Andrew Ackerman:

The announcement is welcome news for corporate defendants that have lamented the broad way in which the SEC and some federal courts have interpreted the 2010 Dodd-Frank financial-overhaul law, which is ambiguous about whether employees who make only internal corporate reports of securities fraud are protected under federal law.

The Dodd-Frank law included a number of provisions aimed at encouraging people to speak out about alleged wrongdoing at their employers. Those included new incentives, such as giving tipsters a portion of the penalties imposed on firms if they report misconduct to the SEC. It also included new penalties for employers seen as discouraging the reporting of misconduct—so-called anti-retaliation provisions.

Monday’s case narrowly focuses on whether such anti-retaliation provisions apply to people who report misconduct to their employers, but not to the SEC. The high court will consider the matter in the fall of 2017 when it meets for its next term, giving the justices a platform to potentially narrow the scope of protection in this area.

And here’s a blurb about the case from Steve Quinlivan’s blog:

Two circuit courts have held internal reporting is protected under the Dodd-Frank Act, and one circuit court has found the protections apply only when misconduct is reported to the SEC.

The SCOTUS decision is expected by the end of next June.

– Liz Dunshee