What The SEC Pretermitted In Proposing A Clawback Policy Rule

The Securities and Exchange Commission began the month by issuing proposed rules that would direct national securities exchanges and associations to establish listing standards requiring companies to adopt policies that require executive officers to pay back incentive-based compensation that was awarded erroneously.  Five years ago, Congress ordered the SEC to adopt these rules in Section 954 of the

What Exactly Does The SEC Mean By “Permit”?

The Securities and Exchange Commission has proposed rule amendments to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub. L.  No. 111-203, 124 Stat. 1900 (July 21, 2010).  Among other things, the SEC is proposing to add a new paragraph (i) to Item 407 of Regulation S-K.  This new paragraph would require

Is Anything Fishy With The SEC’s Whistleblower Inquiries?

Yesterday, Rachel Louise Ensign of The Wall Street Journal wrote that the SEC recently sent letters “to a number of companies asking for years of nondisclosure agreements, employment contracts and other documents”.  According to Ms. Ensign, the SEC is seeking information since the enactment of the Dodd-Frank Act (i.e., 2010). Because the SEC sent letters and

SEC Seeks To “Overrule” Fifth Circuit Whistleblower Interpretation

In Asadi v. G.E. Energy United States, L.L.C., 720 F.3d 620 (5th Cir. 2013), the Fifth Circuit Court of Appeals held that an employee who reported a suspected Foreign Corrupt Practices Act violation internally but not to the Securities and Exchange Commission did not qualify as a whistleblower under the whistleblower protection provisions of the

Commissioner Signals Intent To Expand Authority Over Federal Bank Subsidiaries

Last month, Commissioner of Business Oversight Jan Owen issued an invitation for comment on two proposed rules that would subject non-depository operating subsidiaries, affiliates and agents of federal banks and other financial institutions to licensing under the California Finance Lenders Law or the Residential Mortgage Lending Act.  I found this proposal to be particularly interesting

California’s Greenhouse Gas Allowance Auction To Be Held Tomorrow

The California Air Resources Board has given notice of the first greenhouse gas allowance auction to be held tomorrow (November 14).   Last April, I wrote about the market in “Trading In California’s Greenhouse Gas Allowances – Fraud’s New Frontier?” The auction will be effected on an internet-based platform and will have a single-round, sealed-bid format.  The auction is

How Many Errors Can You Make In 9,000 Words, More Or Less?

The Jumpstart Our Business Startups Act (JOBS Act) is a very modest 9,000+ words.  In comparison, the Dodd-Frank Act is a hefty 360,000+ words.  Thus, I find the number of technical errors in the JOBS Act to be surprising.  One such error is likely to cause some consternation. Before there was a JOBS Act, a Dodd-Frank Act

Trading In California’s Greenhouse Gas Allowances – Fraud’s New Frontier?

As part of California’s Cap and Trade Program, the Air Resources Board will issue will issue tradable permits (Greenhouse Gas (GHG) allowances) that authorize a permit holder to emit a specific quantity of GHGs.  Entities will obtain these GHG allowances from the ARB through an auction or reserve sale or by purchase from a marketplace. With any