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As part of its comprehensive reform of the U.S. financial regulatory system, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 enhanced and expanded pre-existing protections and bounty incentives to encourage whistleblowing, including those contained in the Sarbanes-Oxley Act (SOX). It did so by amending the Securities Exchange Act of 1934 (Exchange Act) to add a new provision, § 21F, titled “Securities Whistleblower Incentives and Protection.” This new section, however, left open a fundamental question that has engendered significant dispute: Is a corporate employee who reports an employer’s possible violation of the securities laws to a supervisor or internal compliance officer — but not to the Securities and Exchange Commission (SEC) — considered a “whistleblower” entitled to protection from retaliation under Dodd-Frank?
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By Phil Brown
As we enter 2018, public companies across the United States will begin, in earnest, their preparations for this year’s proxy season and annual shareholder meetings. It is not an understatement to say that 2017 was a tumultuous year on many fronts — economically, politically and globally. As a result, general counsel should have several issues on their radar that could play a role in 2018’s proxy season.
The #MeToo movement has empowered victims of sexual harassment and abuse previously silenced by powerful business and political leaders. No longer silent, these victims are using their experiences to challenge the powerful and raze structures that have permitted abuse. We have compiled a panel of legal experts to analyze how the law and the legal profession failed the workplace. The panelists discuss legal and environmental conditions that led to abuse, and what lawyers and businesses can do to curb the powerful and protect the vulnerable.
By Sandra Feldman
This edition of the Quarterly State Compliance Review looks at some legislation of interest to corporate lawyers that went into effect from Oct.1, 2017 to Jan. 1, 2018. It also looks at recent decisions of interest from Delaware.
By Thad McBride
The challenge for U.S. actors is how to comply with the law in the dynamic world of economic sanctions. This article tries to help by pointing out challenging (or “hot”) current issues and making suggestions about compliance strategies that in-house counsel can leverage to address the most challenging compliance issues.