SEC to Offer Interpretive Guidance on Pay Ratio Disclosures
To prepare companies for complying with the pay ratio disclosure requirements early next year, the Securities and Exchange Commission (“SEC”) recently approved new interpretive guidance. The interpretive guidance outlines the market regulator’s views regarding the use of reasonable estimates, assumptions and methodologies, and statistical sampling as allowed by the pay ratio rule. In addition, the guidance clarifies that companies can use applicable existing internal records (e.g., tax or payroll records) when determining whether to include non-U.S. employees and identifying the median employee. It also offers guidance concerning when a company can use widely recognized tests in determining whether its workers. Read More.
Dodd-Frank Whistleblower Protections Headed to Supreme Court
This October, the U.S. Supreme Court plans to review whistleblower protections under the Dodd-Frank Act. Announced on June 26, the decision to hear the case of Somers v. Digital Realty Trust will resolve who is protected from possible retaliation under the reform law. The case revolves around former Vice President Paul Somers of Digital Realty Trust Inc., who was fired after reporting to management potential securities law violations. Somers sued Digital Realty Trust Inc. for allegedly violating Dodd-Frank’s whistleblower rules, but the dispute centers on where he initially reported the transgression. Digital Realty’s lawyers contended that since Somers’ concerns were. Read More.
New Law Reverses SEC Payment Disclosure Rule
On February 14, President Trump signed into legislation a bill that nullifies Release No. 34-78167, Disclosure of Payments by Resource Extraction Issuers. Issued by the Securities and Exchange Commission (“SEC”) last June, the provision was part of the Dodd-Frank Act and called for public oil, gas and mining companies to report payments distributed to domestic and foreign governments as part of their business actions. The rule was meant to provide investors transparency about payments publicly listed companies make to governments concerning mining and oil and gas production, but companies complained that the regulation was burdensome. The White House said the. Read More.
Dodd-Frank Whistleblower Protections Upheld
A broad interpretation of Dodd-Frank whistleblower protections was upheld this month by the Ninth Circuit Court of Appeals (“Ninth Circuit”). Earlier this month, the Ninth Circuit ruled that whistleblowers who report illegal behavior through their employer instead of the Securities and Exchange Commission (“SEC”) fall under the anti-retaliation protections. The decision was based on the case of Somers v. Digital Realty Trust, which involved the termination of Digital Realty’s former vice president being fired after reporting possible securities law violations. Paul Somers sued Digital Realty, claiming that his termination violated whistleblower protections under the Dodd-Frank Act. Digital Realty maintained that. Read More.
Trump Appoints Jay Clayton to SEC Chair
Wall Street lawyer Jay Clayton has been tapped by President-elect Donald Trump to become Securities and Exchange Commission (“SEC”) chair. Announced on January 4, Clayton will help the incoming Trump administration with job creation by promoting investment opportunities in U.S. companies and overseeing the financial sector. He is also expected to overturn several Dodd-Frank Act rules that outgoing SEC Chair Mary Jo White handled during her tenure. Clayton must receive Senate confirmation before taking his new role.
SEC Improves Internal Controls
According to a recent Government Accountability Office (“GAO”) report, the Securities and Exchange Commission’s (“SEC”) internal controls are improving. In fiscal 2015, only six of the SEC’s 58 internal supervisory controls tested had deficiencies. Comparative to the GAO’s 2013 review, the six deficiencies mark a significant reduction from the 27 flaws identified in fiscal 2011. The GAO noted that none of the flaws are likely to inhibit the SEC from ensuring their divisions and offices carry out actions accordingly. Specifically, the watchdog agency found two flaws without clear control activities, three that showed a major element did not align with. Read More.
Topics: Division of Corporation Finance "Corp Fin", Division of Enforcement, Dodd-Frank Act, GAO Report, Government Accountability Office "GAO", Internal Controls, Office of Compliance Inspections and Examinations, Securities and Exchange Commission "SEC"