Corporate Accountability Report Index-Summary

WAGES

– Executive compensation

WALL STREET REFORM AND CONSUMER PROTECTION ACT

– Accountability increases with say-on-pay, proxy access, 816
– Broker-dealer proxy limits increase institutional influence, 1169
– Class action filings may increase, 817
– Conflict minerals mining disclosure, application, 1286; SEC rules coming, 1347
– Credit rating agencies

– – Disclosure impacts, 941
– – Overview, BNA Insights, 963

– Del. laws affected, 937
– Diversity requirements, possible impacts, 982
– Executive compensation

– – Authority of regulators, hearing planned, 946
– – Changes to law possible, says Frank (D-Mass), 1057
– – Disclosure

– – – Proxies role, 1110
– – – Say-on-pay, ratios, golden parachutes, other issues, BNA Insights, 1036; executive compensation assessment plan should be developed, Action Memo, 1131; frequency of vote will be 2011 issue, 1248; frequency determination, BNA Insights, 1329; implementation overview, BNA Insights, 1332

– – Reform considerations, survey, 1220
– – SEC implementation

See SEC implementation, this heading

– House Financial Services Comm. chair, Bachus (R-Ala) supported, may affect implementation, 1223; lawmakers look at derivatives, other issues, 1285
– Litigation

– – Exposure increase for financial institutions, 787
– – Issues, BNA Insights, 911

– Regulator authority to interpret is broad, 785
– Resource extraction companies, disclosure of payments to foreign and U.S. governments, 762
– Risk

– – Responsibility should be shared by all committees, 1109
– – Stand-alone committee formation, Action Memo, 1073

– SEC implementation

– – Agency ready, says Schapiro, 734
– – Asset-backed securities, assessment and disclosure rules proposed, 1113
– – Auditor attestation, public comments sought on reducing burden, 1148; benefits of complying, study, 1233
– – Collaboration promised by Schapiro, 784
– – Comments early in process helpful, 1051
– – Confidentiality of records for regulatory and oversight reasons questioned, 786; hearing set, 818; application of provision is prospective (SEC), 819; legislation to remove exemption introduced, 850; Issa (R-Calif) letter challenges Schapiro claim confidentiality necessary, 878; guidance issued, 979; bills, see LEGISLATION, FEDERAL, HR 5948, HR 5970, HR 6086, S 3717
– – Corp. Fin. Div. ready to act, 846
– – Credit rating agencies, study comments sought, 1374
– – Deadlines will be met, agency stretched thin, says Schapiro, 1139
– – Enforcement tools

– – – Effects, analysis, BNA Insights, 1356
– – – Increase in SEC actions expected, 1080; aiding and abetting changes helpful, 1224; wider range of sanctions for auditors, other professionals, 1313
– – – New powers should be used, says Comm'r Aguilar, 1141

– – Executive compensation

– – – CEO pay ratio calculation, comments sought, 1079; Cross encourages comments on ratio, clawback, 1165
– – – Comments seek clarity, 876
– – – Disclosure, SEC gets comments, 1109
– – – Say-on-pay, preparation for guidance, tips, 1077; SEC rules coming, 1079; say-on-golden-parachutes rules coming, 1108; lawmaker wants expedited action, 1133; SEC proposes say-on-pay rules, 1133; proposals can guide companies with early annual meetings, 1219; comments sought, 1221
– – – Undesirable consequences possible, says Comm'r Paredes, 1193

– – New offices delayed due to budget uncertainty, 1314
– – Rulemaking oversight urged, 1373
– – Staff will be added to implement, 761
– – Transnational fraud suits by private litigants, comments sought, 1171

– Whistleblower protections greatly expanded, 760; program will increase litigation, 787; board function hampered, 848; program already in effect, 849; internal reporting mechanism strengthening, Action Memo, 873; SEC already getting claims, 935; lawsuits more likely given reforms, 935; effects major, panel says, 1016; final rules adopted, 1016; SEC actions should increase, 1080; crafting rules difficult, says Khuzami, 1165; proposed rules address internal reporting, other concerns, 1188; progress report, 1189; program will expose more wrongdoing, BNA Insights, 1208; SEC rules encourage reports, 1225; internal reporting system strength, Action Memo, 1245; people who fabricate to benefit face prosecution, 1251; SEC proposed rules create complications, 1281; budget constraints affect handling of reports, 1345; FCPA case growth, controls needed, 1370; proposed rules get mixed comments, 1371

WEAPONS

See FIREARMS AND WEAPONS

WHISTLEBLOWERS

– Access to disclosures

See LEGISLATION, FEDERAL, S 3217

– Attorneys, application to in-house counsel (Minn.), 740
– Auditors barred from awards, legislation, 311
– Bounty program, protecting interests important, 618; program will increase litigation, 787; board function hampered, 848; program already in effect, 849; internal reporting mechanism strengthening, Action Memo, 873; SEC already getting claims, 935; lawsuits more likely given reforms, 935; effects major, panel says, 1016; final rules adopted, 1016; SEC actions should increase, 1080; crafting rules difficult, says Khuzami, 1165; proposed rules address internal reporting, other concerns, 1188; progress report, 1189; program will expose more wrongdoing, BNA Insights, 1208; internal reporting system strength, Action Memo, 1245; people who fabricate to benefit face prosecution, 1251; SEC proposed rules create complications, 1281; budget constraints affect handling of reports, 1345; FCPA case growth, controls needed, 1370; proposed rules get mixed comments, 1371
– Compliance culture cultivation necessary, 1279
– FCPA, self-reporting necessary, 1346
– In-house counsel wrongful discharge based on internal complaints (D. Nev.), 15
– Internal investigations, board role, BNA Insights, 1265
– Protections broadened

See LEGISLATION, FEDERAL, HR 4173

– Sarbanes-Oxley Act

– – Amending OSHA complaint did not restart 180-day period (D. Conn.), 382
– – Application

– – – Contractors, subcontractors, agents, SEC amicus brief (5th Cir.), 769; review denied, 1301
– – – Privately owned subsidiary of public corporation, amicus briefs sought (DOL ARB), 521

– – Arbitration requirement in contract not waived (10th Cir.), 469
– – Attorney claims patents obtained through fraud, no specificity (2d Cir.), 1174
– – Belief that employer conduct illegal or fraudulent required (11th Cir.), 680
– – Derivative class action settlement, SEC objects to CEO SOX indemnity provision (2d Cir.), 325
– – Exhaustion of administrative remedies in naming defendants (N.D. Ill.), 16
– – Fidelity, claims proceed against private company within fund family (D. Mass.), 349; immediate appeal certified, 825
– – Fiduciary Trust, VP claims dismissed (2d Cir.), 1144
– – Jurisdiction over nonprofit Am. Med. Ass'n (7th Cir.), 328
– – Leaking documents to media (W.D. Wash.), 172
– – Morgan Stanley customer bankruptcy charge-off delays, internal auditor protection (DOL ARB), 153
– – Preclusion by ALJ ruling (4th Cir.), 13
– – Statute of limitations

– – – Estoppel tolls (DOL ARB), 411
– – – Firing starts clock (9th Cir.), 1302

– – Yelling at another employee would have led to firing, summary judgment (D.N.J.), 715

– SEC internal complaints, commitment questioned, 936
– Tips drive enforcement activity, 820

WORK PRODUCT

See ATTORNEY-CLIENT PRIVILEGE