July 3, 2021
http://www.brokeandbroker.com/5932/gilotti settlement confidentiality/
In a recent federal court case involving a class action settlement agreement, the court addressed two threshold issues: one, was the settlement agreement enforceable, and two, who was and was not covered by the confidentiality provision. Sometimes it's about the journey. Sometimes it's about the destination. In this federal case, I think we got to the right place but it was quite the bumpy ride.
Sponsored research. An interesting idea. Your public company can't attract research. Could be you're a hidden gem that no one's found. Could be that you're a hot, wet, steamy mess that no one wants to bother with. Lots of possibilities. One solution is that you pay someone to write about your business. For some struggling companies, that may be the only way to kick-start interest in their stock. For other companies, well, how should I put it -- maybe it's a way to generate a little bit of pump and whole lot of dump. All depends on who's paying and who's getting paid. Be that as it may, a recent SEC regulatory settlement sheds some light on sponsored research.
Just going by the recently published SEC Order settling the federal regulator's case against Neovest, Inc., you'd think that the show of hands was five in favor and none against. As in unanimous. But it wasn't. It seems to have been a Majority Decision. Which is okay. But "okay" doesn't mean that you avoid all reference to any Dissent in the Order. Publishing a Dissent as a standalone document sort of defeats the purpose -- and sure as hell screws up the context. Wall Street regulation should not operate part in the light and part in the dark. It's difficult for those of us who practice law in this area to divine the messages hidden in a regulatory penumbra. It's even more difficult for those who are not lawyers and regulated by the SEC.
Way back in pre-Covid 2017, a disgruntled Schwab customer filed a FINRA Arbitration Statement of Claim complaining about the release of his records to the IRS. Then the dispute wound up in federal court. Then back in arbitration -- sort of. Then back in federal court. Four year after the hostilities began, we're in 2021, and we got Zoom arbitrations, but the customer doesn't want to argue his case via Zoom. He says that's not what he bargained for way back when things started. Now, we got Zoom regulatory hearings. We got Zoom court proceedings. So -- who's zooming whom?
http://www.brokeandbroker.com/5928/guggenheim whistleblower agreement/
A decade ago, the Dodd-Frank Wall Street Reform and Consumer Protection Act launched Wall Street's federal whistleblower program. A keystone of the Act was that it prohibited efforts to impede communications by tipsters to the SEC. Confidentiality agreements that enabled employers to threaten reprisals against employees who contacted the SEC were deemed a prohibited practice. Some companies got the message. Others not quite so.