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The Scope of the Dodd-Frank's Whistleblower Protection
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?
Courts that have considered this question have reached differing conclusions. Notably, the U.S. Courts of Appeal for the Second and Fifth Circuits have split on this issue. Recently, the U.S. Court of Appeal for the Ninth Circuit, in Somers v. Digital Realty Trust, 850 F.3d 1045 (9th Cir. 2017), joined the Second Circuit in concluding that the protection from employment retaliation afforded by § 21F covers employees who report a suspected violation of the securities laws internally — not only those who report to the SEC.
Section 21F and Rule 21F-2
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Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Anti-Assignment Override Provisions
UCC Sections 9406(d) and 9408(a) are one of the most powerful, yet least understood, sections of the Uniform Commercial Code. On their face, they appear to override anti-assignment provisions in agreements that would limit the grant of a security interest. But do these sections really work?