Securities and Exchange Commission Adopts Pay Ratio Disclosure Rule

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This post, written by Dean Hanley and Paul Bork, was originally published as a client alert by the firm’s Corporate Finance & Securities practice. 

Introduction

On August 5, the SEC, by a 3 to 2 vote, adopted the controversial “pay ratio rule,” which requires public companies to disclose the ratio of the annual total compensation of the chief executive officer (CEO) to the median of the annual total compensation of the company’s employees. The SEC says that the rule, which is mandated by the Dodd-Frank Act, is intended to… More

U.K. Modern Slavery Act: New Disclosure Requirements for Companies Operating in the United Kingdom

United KingdomCompanies that do business in the United Kingdom should assess their exposure to the U.K. Modern Slavery Act, which goes into effect this October. The transparency provisions of the Act are applicable to companies that do any part of their business in the United Kingdom if they have annual gross worldwide revenues of £36 million (approximately $56 million) or more each year.

The transparency provisions are applicable to all commercial organizations, including corporations and partnerships. Unlike the California Transparency in Supply Chains Act, these provisions are not limited to retailers and manufacturers.

What do the transparency provisions… More

Trinity Wall Street v. Wal-Mart Stores, Inc. − “Lawyers, Guns and Money”

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This post, written by Dean Hanley, Paul Bork, Jennifer Audeh, and Gabrielle Bernstein, was originally published as a client alert by the firm’s Corporate Finance & Securities practice. 

On July 6, the Third Circuit Court of Appeals issued its eagerly awaited opinion in Trinity Wall Street v. Wal-Mart Stores, Inc., addressing the question of what constitutes a company’s ordinary business operations and thus may not be the subject of a shareholder proposal intended for that company’s proxy materials. As we have previously… More

The Right to be Forgotten: Another Scuffle between Google and The French Data Protection Authority

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This post, written by Catherine Muyl and Alice Berendes, was originally published on the firm’s Security, Privacy, and the Law blog.

On 13 May 2014 the Court of Justice of the European Union (CJEU) issued a judgment which Google called a “landmark ruling” (Google v. Costeja Gonzalez case, C-131/12). The court held, based on the 95/46 Directive on protection of personal data that “the operator of a search engine is obliged to remove from the list of results displayed following a search made on the… More

H.R. 3226: New Bill Calls for Transparency on Trafficking and Slavery in Corporate Supply Chains

SlaveryIn late July, Representative Carolyn Maloney (D-NY) introduced H.R. 3226, the Business Supply Chain Transparency on Trafficking and Slavery Act of 2015. The bill, if passed, would require companies to file annual reports with the Securities and Exchange Commission (“SEC”) disclosing their efforts to identify and address specific human rights risks in their supply chains. Senator Richard Blumenthal (D-CT) is expected to introduce a companion bill in the Senate.

The proposed federal legislation, co-sponsored by Representative Chris Smith (R-NJ), would apply to companies with annual worldwide gross receipts exceeding one hundred million… More

Alien Tort Case Development: Second Circuit Affirms Dismissal of Claims Against Ford and IBM

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Earlier this week, the Second Circuit Court of Appeals affirmed a decision in In re: South African Apartheid Litigation dismissing claims brought pursuant to the Alien Tort Statute (“ATS”) against Ford and IBM. Plaintiffs had alleged that the companies aided and abetted tortious conduct by South Africa’s apartheid regime.

The Court observed that the “focus” of the necessary inquiry as to whether plaintiffs’ claims properly “touch and concern” the United States is “the nature and location of the conduct constituting the alleged offenses under the law of nations.” A court must… More

Alien Tort Case Development: Plaintiffs in Exxon Mobil Case Survive “Touch and Concern” Review

Alien Tort GavelEarlier this month, the District Court for the District of Columbia denied Exxon Mobil’s motion to dismiss plaintiffs’ claims in Doe I v. Exxon Mobil, a case brought pursuant to the Alien Tort Statute (“ATS”). Plaintiffs allege that Exxon Mobil should be held liable for aiding and abetting human rights abuses committed by members of the Indonesian military. The abuses were allegedly committed while the military was providing security for the company’s operations in the Aceh Province of Indonesia in 2000 and 2001.

In September… More

Opportunity and Uncertainty for Entities Wishing to Do Business with Iran

globebookThe following is a client alert previously published here.  Questions should be directed to Gwendolyn Jaramillo or Shrutih Tewarie.

Nuclear Deal with Iran Holds Out Possibility of Phased Relaxation of Sanctions

On July 14, 2015, the United States and five other countries (collectively known as the P5+1) reached a Joint Comprehensive Plan of Action (JCPOA) with Iran under which Iran will limit its nuclear activities in exchange for a gradual lifting of international economic sanctions. The plan builds on the parameters for a JCPOA previously announced on… More

Conflict Minerals: European Parliament Endorses New Compliance Requirements

iStock_000013609814XSmall-e1374781449214It has been nearly a month since the deadline for companies in the United States to file their second annual conflict minerals reports with the Securities and Exchange Commission. As companies and their stakeholders assess the strength of their compliance efforts and public disclosures, many are also watching developments in Europe with regard to due diligence on conflict minerals.

In late May, the European Parliament endorsed a regulation that would require companies to perform due diligence with regard to the tin, tantalum, tungsten, and gold that they import into… More

G7 Leaders Issue Declaration Supporting Private Sector Implementation of Human Rights Due Diligence

Picture1At the conclusion of the G7 Summit held on June 7 and 8, the assembled leaders released a declaration endorsing the U.N. Guiding Principles on Business and Human Rights. Specifically, leaders of the United States, the United Kingdom, Canada, France, Germany, Italy, and Japan stated that

We strongly support the U.N. Guiding Principles on Business and Human Rights and welcome the efforts to set up substantive National Action Plans.

Notably, many governments around the world, including the United States, are in the process of developing National Action… More