Navigating the Dodd-Frank Minefield

June 26, 2012
New York Law Journal
The Yale Club of New York City

50 Vanderbilt Avenue
New York, NY 10017

Registration/Breakfast: 8:30 a.m.
Program: 9:00-10:30 a.m.

One of the most controversial provisions of Dodd-Frank is section 922(a), the so-called Whistleblower provision. Many companies fear that this provision will make employees into self-serving bounty hunters, where any number of minor transgressions will now be investigated by the SEC because they were reported by employees. Other firms now fear that existing compliance channels they built over the course of years, partly as a result of Sarbanes-Oxley (SOX) could be seriously undermined as the provision encourages whistleblowers to go straight to the SEC. The new House majority has already proposed repealing this provision but thus far has not gained the needed traction.

The panelists and sponsors will also discuss how Dodd-Frank impacts the world of Corporate Governance. This discussion will not just be a general overview, but rather we will look at some of the specific changes that arising in such areas as Executive Compensation, Proxy Access section 971 and the ensuing litigation and the range of disclosure issues including section 972 which concerns the Chairman/CEO disclosure issues. While the discussion will be able to focus too much attention on any one of the provisions, the goal at this point is to start the discussion of how inside and outside counsel need to start thinking about these issues.

The Whistleblower Provision:

  • What is the best strategy to align your existing internal compliance programs with Dodd-Frank
  • What impact you can reasonably expect from 922(a)
  • Whether 922(a) renders all work that compliance departments did on SOX and other compliance initiatives useless

Corporate Governance:

  • What you need to know about how Dodd-Frank Executive Compensation and what changes you will see including a discussion of "clawbacks"
  • How have industry participants been able to shape the SEC rule making process including the litigation over the now-extinguished section 971 AKA the Proxy Access rule?
  • Will the long-term impact of Dodd-Frank be more substantive than that of SOX?


Ernest Badway
Partner, Fox Rothschild LLP

Peter Welsh
Partner, Ropes & Gray

Howard Berkenblit
Partner, Sullivan & Worcester

Steven Goldschmidt
Counsel, Ropes & Gray


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