Last Friday, the SEC initiated cease & desist proceedings against three outside directors of a now-defunct public company, Moon River Studios, alleging that each director failed to file a Form 3 within ten days of becoming a director and also failed to report an initial acquisition of issuer stock on Form 4 within two business days or on a Form 5 for the year in which the acquisition occurred. Two of the directors consented to the entry of a cease and desist order and agreed to pay a civil money penalty of $25,000. The third director did not offer to settle.
The case is interesting mainly because the directors were not charged with violations of any other provisions of the federal securities laws, which is unusual given that most Section 16(a) claims (other than those that resulted from the 2014 “sweeps”) are add-ons to more serious claims, usually involving fraud. At the same time the SEC initiated the cease and desist proceedings, though, it also filed a fraud action against three of the issuer’s executive officers, alleging that they misappropriated funds for personal use rather than using the funds to build and operate, in Savannah, Georgia, “the largest movie studio in North America.”
The case is also interesting because two of the directors, both of whom served on the issuer’s board for only a short time, are politically connected. One of the settling directors, David Paterson, is a former governor of New York. The non-settling director, Matthew Mellon, is a former chairman of the New York Republican Party Finance Committee.
Both of the settling directors filed a Form 3 and a Form 4 after the SEC commenced its investigation and after resigning from the issuer’s board. The SEC noted in its orders that the respondents’ “remedial acts” and “cooperation” shaped the terms of settlement.
Failure to Report Unregistered Sales: New SEC Enforcement Actions
On two successive days, the SEC brought settled enforcement actions against issuers for failure to report sales of unregistered securities. Under Item 1.01 of Form 8-K, a registrant must disclose its entry into a material definitive agreement, not made in the ordinary course of business of the registrant, that provides for obligations that are material to and enforceable against the registrant.
Under Item 3.02 of Form 8-K, certain unregistered sales of equity securities must be reported. Likewise, under Item 2 of Form 10-Q, a registrant must furnish the information required by Item 701 of Regulation S-K as to all equity securities of the registrant sold by the registrant during the period covered by the report that were not registered under the Securities Act unless it was previously included in a Current Report on Form 8-K.
Also check out this blog by Steve about the SEC suspending a Regulation A+ offering…
Insider Trading: Supreme Court Hears Arguments on “Personal Benefit”
This Paul Weiss memo notes that the Supreme Court will hear oral arguments today in Salman v. United States – a case that could have a major impact on insider trading law. Here’s an excerpt:
The question before the Court in Salman v. United States is technically a somewhat narrow one: whether a gift of confidential information to a trading friend or relative constitutes the type of personal benefit necessary to give rise to insider trading liability. The implications of the Court’s decision, however, will likely be far broader than that.
Salman provides the Court an opportunity to provide some much-needed clarity. It remains to be seen, however, whether the Court will try to limit its holding to the narrow set of facts presented or more broadly address the scope of the personal benefit requirement. The Court could even revisit the need for the personal benefit requirement altogether.
Following up on what Broc blogged about last week, Cooley’s Cydney Posner notes that Corp Fin has issued three new no-action letters addressing proxy access proposals – & so far, the play stands as called in H&R Block. The letters were issued in response to no-action requests from Microsoft, Cisco & WD-40.
In its responses, Corp Fin continues to refuse to concur in “substantial implementation” arguments for exclusion of shareholder proposals to amend existing access bylaws, but takes a different view on proposals relating to the initial implementation of those bylaws:
In one of the Corp Fin responses to no-action requests posted yesterday, the shareholder proposal requested adoption of amendments to the company’s existing proxy access bylaw, identifying in the proposal specific changes characterized as essential elements for substantial implementation. The request for no-action suffered the same fate as H&R Block, as Corp Fin was unable to concur that the proposal to amend could be excluded under Rule 14a-8(i)(10). As of now, the score for proposals to amend existing proxy access bylaws for H&R Block and progeny: company-0 proponent-2.
However, where the proposal related to initial adoption of proxy access, Corp Fin has continued to grant no-action relief and permit exclusion, even where the proponent has identified specific elements of the proposal that he views to be essential.
There are still two no-action requests from Oshkosh & Walgreens Boots Alliance that are awaiting a response from the Staff that could impact the Rule 14a-8(i)(10) analysis.
Audit Committees: More Voluntary Disclosure in 2016
According to this EY study, voluntary audit-related disclosure by Fortune 100 audit committees continued to trend upward during 2016. Here’s a summary of some key findings:
– 50% of companies disclosed factors considered by the audit committee when assessing the qualifications & work quality of the external auditor increased to 50%, up from 42% in 2015. In 2012, only 17% of audit committees disclosed this information.
– 73% of companies disclosed the audit committee’s belief that the choice of external auditor was in the best interests of the company or shareholders; in 2015, this percentage was 63%. In 2012, only 3% of companies made this disclosure.
– The audit committees of 82% of the companies explicitly stated that they are responsible for the appointment, compensation & oversight of the external auditor; in 2012, only 42% of audit committees provided such disclosures.
– 31% of companies provided information about the reasons for changes in fees paid to the external auditor compared to 21% the previous year. From 2012 to 2016, the percentage of companies disclosing information to explain changes in audit fees rose from 9% to 31%.
– 53% of companies disclosed that the audit committee considered the impact of changing auditors when assessing whether to retain the current auditor. This was a 6 percentage point increase over 2015. In 2012, this disclosure was made by 3% of the Fortune 100 companies.
– Over the past five years, the number of companies disclosing that the audit committee was involved in the selection of the lead audit partner has grown dramatically, up to 73% in 2016. In 2015, 67% of companies disclosed this information, while in 2012, only 1% of companies did so.
– 51% of companies disclosed that they have three or more financial experts on their audit committees, up from 47% in 2015 and 36% in 2012.
T+2 Proposal: Will Firm Commitments Have to Toe the Line?
Broc recently blogged about the SEC’s proposal to move to a T+2 settlement cycle. Now Brian Pitko blogs that the proposal creates uncertainty about whether the exception provided under the current T+3 regime for firm commitment offerings will continue. Here’s an excerpt:
As currently formulated, Rule 15c6-1 provides an exception under Rule 15c6-1(c) for “firm commitment offerings registered under the Securities Act or the sale to an initial purchaser by a broker-dealer participating in such offering” which allows such offerings to rely on an extended T+4 settlement cycle instead of the standard T+3 settlement.
The proposed rules, however, seek comment on whether the settlement cycle timeframe under Rule 15c6-1(c) should be similarly shortened to T+3 or T+2 in conjunction with the broader proposed change to Rule 15c6-1 and how such changes would impact “risk, costs or operations of retaining the current provision for firm commitment offerings but shortening the settlement cycle to T+2 for regular-way transactions, as proposed.”
Steve Quinlivan recently blogged about the SEC’s second whistleblower retaliation case – the first was 2014’s Paradigm proceeding. Here’s an excerpt describing the facts behind the latest action:
Shortly after his favorable 2014 mid-year review, the whistleblower raised concerns to his managers, to the company’s internal complaint hotline, and to the SEC that IGT’s publicly-reported financial statements may have been misstated due to IGT’s cost accounting model relating to its used parts business. As part of the whistleblower’s job function, he had been tasked with evaluating the pricing methodology for used parts used by IGT, but he did not oversee the company’s accounting functions.
IGT conducted an internal investigation with the assistance of outside counsel and determined that its reported financial statements contained no misstatements. Approximately three months after the whistleblower raised his concerns, IGT terminated him.
The SEC did not appear to find fault with the company’s accounting, so the proceeding underscores the fact that a whistleblower doesn’t have to be right to be protected.
As this Orrick memo notes, the SEC also tagged AB Inbev last week for confidentiality language in a separation agreement that did not contain a carve-out for SEC communications. The SEC believed that the absence of this language in the confidentiality provision impeded the whistleblower from communicating directly with it.
Webcast: “Board Refreshment & Recruitment”
Board diversity will be one among many topics during tomorrow’s webcast – “Board Refreshment & Recruitment” – featuring Wilson Sonsini’s Lydia Beebe, Davis Polk’s Ning Chiu, Spencer Stuart’s Julie Daum, South Jersey Industries’ Gina Merritt-Epps and Global Governance Consulting’s Susan Wolf analyze the latest director recruitment and board evaluation practices. The webcast topics include:
1. When & how should boards be planning for succession in advance of any vacancies
2. What are investors looking for in terms of board refreshment
3. Should retirement age/ term limits be used as tools to help the process
4. What skills are boards looking for as they recruit new members
5. How does the increasing push for diverse boards play into recruitment – what is the controversy over diversity disclosure
6. What roles do director evaluations play in board refreshment processes and what are some of the leading practices (3rd party vs. peer evals, etc.)
Our October Eminders is Posted!
We have posted the October issue of our complimentary monthly email newsletter. Sign up today to receive it by simply inputting your email address!
In June, the SEC adopted rules under the FAST Act permitting companies to include an optional summary page in their Form 10-Ks. As noted in this blog, Broc wasn’t all that excited since companies were permitted to voluntarily include summaries before this forced rulemaking. Anyway, this recent blog from the “SEC Institute” points out that for some companies, the decision about whether to include this summary may come down to a matter of disclosure philosophy:
To simplify a bit, some companies adopt a very “compliance” based philosophy for disclosure. In this model companies disclose what the SEC requires to be disclosed and essentially nothing more. This can be done in a fairly mechanical fashion and is usually very simple and direct, if not almost terse. At the other end of a disclosure spectrum some companies adopt a more “communications” based philosophy where they disclose more than the bare bones requirements in an effort to tell a more complete “story” of how their company operates.
What do these different approaches look like? To help answer that question, the blog compares the 10-Ks of two companies:
Here is a very well done example for Golden Enterprises of the compliance approach. Golden makes snack foods and does a simple, direct presentation.
Here is another well done example of a company (Square) that uses a more communications oriented approach. Square is a payment processor and supports businesses in many ways.
Companies that treat their Exchange Act filings as a communications tool often opt to disclose more in those filings than is technically required. It’s worth noting that some companies were including summaries in their 10-Ks long before the FAST Act – and the use of summaries in proxy statements has become widespread in recent years. These efforts reflect a desire to make filings more user friendly – and indicate that an increasing number of companies are taking a communications oriented approach to their filings. If that’s right, then the inclusion of 10-K summaries may well become a major trend over the next few years.
Here We Go Again(?) The GM Case & Bank Debt as a “Security”
This Kramer Levin memo describes a recent bankruptcy court decision in GM’s preference litigation that may call bank debt’s status as a “non-security” into question. Most people believe that this issue was put to rest long ago – and that ordinary course commercial bank lending does not involve the issuance of a “security.” The GM opinion suggests that this may not be the case – at least under bankruptcy law.
The status of GM’s bank debt became an issue because of defenses to preference claims raised by the company’s term lenders. The viability of those defenses turned on whether the payments in question were made pursuant to a “security contract.” In arguing that a security contract was involved, the defendants pointed to several factors, including the registration and active trading of interests in the term loans. That was enough to persuade the court that this was a live issue – at least for purposes of a motion to dismiss.
While GM involves only bankruptcy law, the case could be a very big deal if it leads to rethinking bank debt’s status under the securities laws – the memo notes:
If bank loans are securities for general securities law purposes, then a borrower could not “issue” bank loans except through a public offering, a Rule 144A offering or other private placement. Bank loans are syndicated without any of the documentation or approvals required for securities issuance. Worse, the agent bank routinely knows more about the borrower, under its confidentiality agreement, than the syndicate members to whom it sells the loan. Selling syndicate members have access to confidential data rooms and therefore may know more than outside buyers do. Thus if a bank loan is a security, every syndicating agent and every selling member of the syndicate courts liability under Section 10(b) and Rule 10b-5.
Some have suggested that concerns about the GM opinion may be overstated. As one of our members recently observed: “This case is getting a lot of play but I think it may overstate the risk. As you know, the SEC has considered syndicated loans to be securities for the purposes of the ’40 Act for almost 30 years.”
The New “Investors’ Exchange”: Should Companies Care?
This Sidley memo notes that after much back & forth, the Investors’ Exchange is up and running:
On September 2, 2016, the Investors’ Exchange, LLC (IEX) commenced full operations as a registered national securities exchange. After receiving over 400 comment letters during the SEC’s review and a spirited debate on equity market structure, the SEC approved IEX’s application to become a national securities exchange on June 17, 2016. As highlighted in the widely read book Flash Boys, by Michael Lewis, IEX employs a speed bump or delay on market participants accessing liquidity on IEX (IEX access delay).
The IEX had to adopt listing standards to get SEC approval – but it isn’t a “listing exchange” at present. The IEX’s purpose is to address the advantage provided to high frequency traders through their ability to access information milliseconds faster than other market participants on existing trading platforms. The Exchange’s CEO said that IEX “can help issuers improve their experience with the markets as well” – and the Exchange has promoted itself to public companies. For example, in this interview, IEX’s Chief Marketing Officer touted the benefits for public companies. Essentially, the pitch is that IEX is seeking to appeal to “buy & hold” investors, who are the kind of investors that companies want – and that its model will provide lower volatility and improved transparency.
Here’s the survey results from our survey about proxy mailing practices:
1. For our proxy materials, we file them:
– On same day we commence mailing of full sets – 76%
– At least one day prior to commencing mailing of full sets – 18%
– We do something different – 7%
– Not sure – 0%
2. We use notice & access (aka e-proxy):
– Yes – 79%
– No – 21%
– Not sure – 0%
3. We print this number of proxy materials to mail:
– Less that 25,000 – 66%
– 25,001 to 75,000 – 18%
– 75,001 to 150,000 – 10%
– More than 150,000 – 3%
– Not sure – 3%
As a follow-up to Broc’s blog on the recent Temple Inland decision, here’s the intro from this Morris Nichols alert about another decision on Delaware’s escheatment process:
On August 16, 2016, the US District Court for the District of Delaware issued an opinion in the case of Plains All American Pipeline, L.P. v. Cook granting defendants’ motions to dismiss federal Constitutional challenges to Delaware’s unclaimed property law for lack of subject matter jurisdiction where plaintiff failed to demonstrate that it had standing to assert such claims and that the claims were ripe for decision.
This decision is a significant follow-on to the Delaware District Court’s recent opinion in Temple Inland, Inc. v. Cook, to the extent that it clarifies and reinforces the State’s ability to estimate holder liability and rejects the use of the declaratory judgment action to challenge the audit process in advance of a demand for payment. Among the noteworthy rulings made by the Court are findings concerning a holder’s standing to sue third party contract auditors, the ripeness of challenges to unclaimed property audit methodologies (including estimation), and the constitutionality of the State’s selection of holders for audit.
Delaware’s aggressive approach toward unclaimed property shows no signs of abating. In fact – as this Reed Smith memo notes – it’s now moving against other states:
On May 26, 2016, Delaware filed a motion with the United States Supreme Court requesting leave to file a bill of complaint against other states regarding escheatment of uncashed “official checks.” Specifically, Delaware asserts in its motion that uncashed “official checks” should be escheated to the state where the check issuer is incorporated, not the state where the checks were purchased.
If Delaware is successful in getting the Supreme Court’s attention, this will be the first time the high court has addressed unclaimed property issues in almost 25 years, and the decision could have a major impact.
Here’s the registration information for our popular conferences – “Tackling Your 2017 Compensation Disclosures: Proxy Disclosure Conference” & “Say-on-Pay Workshop: 13th Annual Executive Compensation Conference” – to be held October 24-25th in Houston and via Live Nationwide Video Webcast. Here are the agendas – 20 panels over two days.
Discounted Rates – Act by September 9th – Only One Day Left!: Huge changes are afoot for executive compensation practices with pay ratio disclosures on the horizon. We are doing our part to help you address all these changes – and avoid costly pitfalls – by offering a reduced rate to help you attend these critical conferences (both of the Conferences are bundled together with a single price). So register by the end of tomorrow, Friday September 9th to take advantage of the 10% discount.
Last week, the SEC issued this proposing release that would require companies to include links to exhibits in most SEC filings. A rule like this would definitely make EDGAR filings more user-friendly. This blog by Davis Polk’s Ning Chiu summarizes the “clunky” way that EDGAR users currently navigate their way to a company’s exhibits:
Currently, anyone trying to access an exhibit that has been incorporated by reference instead of filed with the document must first review the exhibit index to determine which company filing includes a particular exhibit, and then search through the company’s Edgar history to find the exhibit. The SEC believes this process is burdensome, and has now proposed rules that would require a link to each exhibit listed in the exhibit index of any registration statement or report subject to Item 601 of Regulation S-K.
The current format also makes it a little cumbersome to access exhibits that are filed with the document itself – you have to find the exhibit you’re looking for in the document, then back out of the document to a page where separate links to each exhibit appear – and then click on the exhibit that you need.
One potential issue for some filers is that exhibits would need to be filed in HTML – since the ASCII format does not support hyperlinks. The SEC raised this issue in the release, but also noted that during 2015 – over 99% of all filings on the forms that would be affected by the proposal were filed in HTML.
This Simpson Thacher memo discusses guidance on the use of non-GAAP financial information in a new report issued by the “International Organization of Securities Commissioners” (known as “IOSCO”). The memo notes:
Because IOSCO is a consensus-driven supranational organization, its guidance is broader and less specific than the corresponding SEC guidance, and it is subject to interpretation and implementation by relevant national authorities.
Nevertheless, we expect IOSCO’s guidance will have substantial influence in European & other international markets, especially where national authorities have not previously issued their own specific guidance on the subject of financial measures not calculated in accordance with applicable accounting standards or principles.
The memo also notes that IOSCO’s report sets forth 12 principles intended help companies structure their non-GAAP disclosure in an understandable way, while avoiding confusion or misleading disclosures:
In general, the recent SEC guidance on the subject of non-GAAP financial measures is far more detailed and prescriptive than the IOSCO report. There are a number of points on which the SEC and IOSCO largely agree and overlap; however, some of the points emphasized in the SEC guidance do not find their way into the report’s 12 principles.
For example, the SEC’s warning against non-GAAP revenue measures which accelerate the recognition of subscription or long-term contractual revenue which the relevant GAAP requires to be recognized over time does not appear in the IOSCO report. Similarly, the SEC’s specific warning against presentation of non-GAAP liquidity measures on a per-share basis, the guidance on the definition of “funds from operations,” and the SEC’s discussion on the specifics of income tax adjustments each do not have direct parallels in the IOSCO report.
Webcast: “After Brexit! Current Developments in Capital Raising”
Tune in tomorrow for the webcast – “After Brexit! Current Developments in Capital Raising” – to hear Manatt Phelps’ Katherine Blair, Calfee Halter’s Kris Spreen and Davis Polk’s Michael Kaplan explore the latest developments in the capital markets, including alternatives such as PIPEs, registered direct offerings, “at-the-market” offerings, equity line financing and rights offers.
We recently learned that some companies have been contacted by the SEC’s Division of Enforcement concerning their non-GAAP disclosure practices. Enforcement’s interest appears to focus on Item 10(e) of Regulation S-K’s requirement that companies disclosing a non-GAAP measure in SEC filings and earnings releases must also present the most directly comparable GAAP measure with equal or greater prominence.
The disclosures being called into question were made in earnings releases – and predate the issuance of Corp Fin’s updated CDIs in May. Enforcement’s interest does not appear to have been prompted by the comment letter process, but instead seems to be the result of its own initiative. Could we be looking at a new sweep?
Although the disclosures that have been questioned were made within the last year, the companies under scrutiny are being asked to provide relevant documents covering multiple years. They are also being asked to identify any other instances of Reg G violations beyond those cited by Enforcement.
Public Benefit Corps: Pros & Cons
This Gibson Dunn memo discusses the pros & cons of the “public benefit corporation,” an alternative entity that is now an option in 30 states, including Delaware:
Although state corporate law statutes and the tax code treat PBCs as for-profit enterprises, the legal focus of this new corporate model contrasts with that of traditional corporation, which focuses solely on maximizing shareholder wealth. The PBC laws are designed to empower the board of directors to consider additional stakeholders alongside shareholders, and leave it to the board to determine the relative weight to place on shareholders’ and other stakeholders’ interests.
The advantages of the PBC form include more leeway to consider non-shareholder constituencies, possible increased interest from socially conscious investors, and additional takeover protection due to statutory limits on mergers with non-PBC entities. Disadvantages include possible hesitancy among traditional investors, legal uncertainties, additional reporting obligations, and complexities involving governance of PBC subsidiaries owned by traditional entities.
A number of large companies are experimenting with PBCs -and although there are no publicly-traded PBCs, that will likely change soon. Here’s a snapshot of the current PBC landscape:
As of August 2016, over 4,000 companies have formed as or converted to PBCs, including well-known consumer companies like Patagonia, Kickstarter, and Method Products. In August 2013, just after Delaware’s PBC statute became effective, Campbell Soup Company caused its newly acquired subsidiary, Plum Organics, to reincorporate as a PBC. Other public companies are similarly considering acquiring PBCs or converting subsidiaries to PBCs.
There are no publicly traded PBCs, but Etsy, which is certified as a “B Corp” by the non-profit entity B Lab, has gone public. According to B Lab rules, Etsy must convert to a Delaware PBC by August 2017 to maintain its certification.
You Have to Blow a Whistle to be a Whistleblower
This recent blog from “Jim Hamilton’s World of Securities Regulation” flags an interesting new federal court decision addressing what is & isn’t “whistleblowing.” The case – Verfuerth v. Orion Energy Systems – involves a pretty odd situation. As the court explained:
This case presents the unusual scenario in which a CEO claims to have been a “whistleblower” about his company’s failure to disclose material facts to shareholders during the same period he himself was certifying that his company’s disclosures were complete.
This case addressed the former CEO’s claim that the board terminated him for blowing the whistle on alleged securities fraud involving the company. The court was skeptical of his fraud claims – but it also believed that the whistle was never blown. It determined that the CEO’s allegations were premised solely on advice that he gave the board during internal discussions. Absent evidence that he communicated these concerns to the SEC, that wasn’t enough:
In sum, Verfuerth seems to have voiced disagreements with various board members about the company’s disclosure obligations, but simply telling someone he thinks they should disclose information is not blowing the whistle on anything. Essential to the concept of whistleblowing is the reporting of another person’s conduct to an appropriate entity, and there is no evidence that such activity occurred here.
There are two things that I know for sure. First, this duet between Ron Livingston of “Office Space” and Keyboard Cat is why Al Gore invented the Internet. Second, there’s no better way to kick off the Labor Day weekend than to watch it. Enjoy the holiday, everybody.
My law firm went all business casual for the summer (yeah, I know – everybody else did this 10 years ago & doesn’t do it anymore – gimme a break, we’re from Ohio). Anyway, as part of that process, firm management sent around the obligatory dress code memo. Most of it was non-controversial – and it looked a lot like the version posted on “Above the Law” a few years ago.
That being said, the policy did have its idiosyncrasies. For example, the clear expectation was that men shouldn’t wear short sleeve golf shirts, except maybe sometimes, and then only with a sport coat. Seriously? I mean – unless you’ve just won “The Masters” – who would think wearing a golf shirt with a sport coat is a good look?
While the blazer with golf shirt rule was spelled out in detail, the policy remained maddeningly unclear when it came to expectations about the role of the sport coat in other settings. To its credit, the policy posted on “Above the Law” made no bones about it: in a law firm, business casual means a coat.
Yeah, well, the problem is that not all of us are built like Steve Jobs – and those of us who look like Norm from “Cheers” look like… well … “Norm from Cheers” when we put on a sport coat. If it is to mean anything at all, business casual must mean that fat guys like me don’t have to wear a sport coat. So, when it comes to mandatory jackets on business casual days – I vote “no.”
Poll: Business Casual – Are Jackets Required?
survey software
Our September Eminders is Posted!
We have posted the September issue of our complimentary monthly email newsletter. Sign up today to receive it by simply inputting your email address!
Yesterday, the SEC announced the second largest whistleblower award in its history – more than $22 million. This award was topped only by a $30 million award made in 2014. The press release announcing the award said that the individual’s “detailed tip and extensive assistance helped the agency halt a well-hidden fraud at the company where the whistleblower worked.”
Media reports quickly identified the enforcement action giving rise to the award, but the SEC closely guards whistleblower confidentiality, so neither the announcement nor the SEC’s order said anything about the matter.
The SEC’s order did note that the claimant decided “not to contest” the award – definitely a good call there, claimant!
SEC: More Than $100M in Whistleblower Awards Since 2011
The SEC followed up this news by announcing that more than $100 million in awards had been paid since the whistleblower program’s inception in 2011. The announcement went on to highlight several other program metrics:
– The Whistleblower Office has received more than 14,000 whistleblower tips from individuals in all 50 states and the District of Columbia and 95 foreign countries.
– Tips from whistleblowers have increased from 3,001 in fiscal year 2012 – the first full fiscal year that the Whistleblower Office was in operation – to nearly 4,000 last year, an approximately 30 percent increase.
– More than $107 million has been awarded to 33 whistleblowers, with the largest being more than $30 million.
– The assistance provided by these whistleblowers enabled the SEC to bring enforcement actions involving more than $504 million in sanctions, including more than $346 million in disgorgement and interest for harmed investors.
The announcement also noted actions that the SEC has taken to protect whistleblowers, including the recent enforcement proceedings involving provisions in confidentiality and severance agreements that deterred whistleblowing.
The SEC accompanied this announcement with a “Top Ten List” containing information about the 10 largest awards, the whistleblower process, and the number of tips received from each state.
More on “The Mentor Blog”
We continue to post new items daily on our blog – “The Mentor Blog” – for TheCorporateCounsel.net 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:
– Restatements Hit a New Low
– ISS’ “2016 Board Practices Study”
– Is Tracking Stock Making a Comeback?
– Audit Report Transparency: Netherlands Trumps US – Hands Down
– Omnicare Applied to Audit Reports
