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Bob Tannous

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Bob has a proven track record representing public companies in federal securities, mergers and acquisitions, and corporate law issues. Along with representing clients on general corporate matters and business transactions, he also advises them on securities registrations, ongoing securities reporting and compliance, proxy statements, stock exchange compliance, reforms under the Sarbanes-Oxley Act of 2002, executive compensation plans, corporate governance, and mergers and acquisitions.

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SEC and DOJ Release FCPA Guide

By Bob Tannous on Categories: Foreign Corrupt Practices Act
On November 14, 2012, the Securities and Exchange Commission ("SEC") and the Department of Justice ("DOJ") released A Resource Guide to the U.S. Foreign Corrupt Practices Act. The Resource Guide provides an analysis of the U.S. Foreign Corrupt Practices Act ("FCPA") and reviews how the SEC and DOJ approach FCPA enforcement. The Resource Guide covers … Continue Reading

SEC Issues Staff Legal Bulletin 14G on Shareholder Proposals

By Bob Tannous on Categories: SEC News
On October 16, 2012, the Division of Corporation Finance of the Securities and Exchange Commission issued Staff Legal Bulletin 14G ("SLB14G").  SLB14G provides guidance for companies and shareholders regarding shareholder proposals submitted pursuant Rule 14a-8 under the Securities Exchange Act of 1934 (the "Exchange Act").  Specifically, SLB14G provides guidance on three issues with respect to … Continue Reading

Lawsuit Challenges SEC Rules on Conflict Minerals

By Bob Tannous on Categories: Dodd-Frank Act, SEC News
On October 22, 2012, the U.S. Chamber of Commerce, the National Manufacturers Association, and the Business Roundtable filed a lawsuit in the United States Court of Appeals for the DC Circuit seeking to modify or eliminate the Securities and Exchange Commission’s ("SEC") final rules governing conflict minerals. The SEC adopted the final rules on conflict minerals … Continue Reading

ISS Issues 2013 Draft Policies for Comment

By Bob Tannous on Categories: Compensation Matters, Proxy Issues, Say-on-Pay Issues
Institutional Shareholder Services Inc. ("ISS") issued its 2013 Draft Policies for review and comment.  These draft policies are intended to update ISS’ benchmark proxy voting guidelines.  The draft policies that have been provided for comment include the following topics: Board Response to Majority-Supported Shareholder Proposals (U.S.); Director Over-boarding (Hong Kong & Singapore); Board Tenure Exceeding Nine Years (Hong … Continue Reading

SEC Issues Third Report on the Implementation of SEC Organizational Reform Recommendations

By Bob Tannous on Categories: Dodd-Frank Act, SEC News
On October 17, 2012, the Securities and Exchange Commission ("SEC") issued its Third Report on the Implementation of SEC Organizational Reform Recommendations.  Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 ("Dodd-Frank Act"), the SEC was directed to engage an independent consultant to conduct a review of the SEC’s operations, structure, funding, … Continue Reading

NYSE Agrees to SEC Settle Charges for Improper Distribution of Market Data

By Bob Tannous on Categories: SEC Enforcement Cases, SEC News
On September 14, 2012, Securities and Exchange Commission ("SEC") announced that it had brought charges against the New York Stock Exchange and its parent company NYSE Euronext ("NYSE") for compliance failures that improperly gave certain customers a "head start" on trading information.  A graphic analysis of the NYSE’s improper practices is attached.  The NYSE agreed to a … Continue Reading

SEC Staff Study Regarding Financial Literacy Among Investors

By Bob Tannous on Categories: Dodd-Frank Act, SEC News
On August 30, 2012, the Securities and Exchange Commission ("SEC") released its findings of a staff study (the "Study"), as mandated by Section 917 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 ("Dodd-Frank Act"), identifying the existing level of financial literacy among retail investors as well as the methods and efforts to increase … Continue Reading

SEC Adopts Final Rules Requiring Payment Disclosures by Resource Extraction Issuers

By Bob Tannous on Categories: Dodd-Frank Act, SEC News
On August 22, 2012, the Securities and Exchange Commission ("SEC") adopted a final rule pursuant to Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank") requiring resource extraction issuers (companies engaged in the development of oil, natural gas, or minerals) to disclose in an annual report information relating to any payment … Continue Reading

SEC Adopts Final Rules for Disclosing Use of Conflict Minerals

By Bob Tannous on Categories: Dodd-Frank Act, SEC News
On August 22, 2012, the Securities and Exchange Commission (“SEC”) adopted a new form and final rule pursuant to Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) requiring companies to publicly disclose their use of conflict minerals that originated in the Democratic Republic of the Congo (“DRC”) or an adjoining … Continue Reading

SEC Makes First Whistleblower Award

By Bob Tannous on Categories: SEC News, Whistleblower Issues
On August 21, 2012, the Securities and Exchange Commission (“SEC”) announced that it has paid out the first award under its whistleblower award program, which was established under the 2010 Dodd-Frank Act  a little more than a year ago.  The SEC established the whistleblower program to allow it to award between 10% and 30% of … Continue Reading

SEC Charges Oracle With FCPA Violations

By Bob Tannous on Categories: Foreign Corrupt Practices Act, SEC Enforcement Cases
On August 16, 2012, in a Complaint filed in the U.S. District Court in the Northern District of California, the Securities and Exchange Commission (“SEC”) charged Oracle Corporation with violating the Foreign Corrupt Practices Act (“FCPA”).  The Complaint alleges that, from 2005 to 2007, employees of an Indian subsidiary of Redwood Shores, a California-based enterprise systems … Continue Reading

SEC Updates Financial Reporting Manual

By Bob Tannous on Categories: SEC News
On July 11, 2012, the Securities and Exchange Commission (“SEC”) Division of Corporation Finance updated its Financial Reporting Manual. Among the changes included in the updated Financial Reporting Manual are revisions to issues related to age of interim financial statements, use of pro forma information in MD&A, age of financial statements for smaller reporting companies, and periods … Continue Reading

SEC Charges Pfizer and Wyeth with FCPA Violations

By Bob Tannous on Categories: SEC News, SEC Settlements: Policy, Issues and Disputes
On August 7, 2012, the Securities and Exchange Commission (the “SEC”) charged Pfizer Inc. with violating the Foreign Corrupt Practices Act (“FCPA”).  The SEC Complaint alleges that employees and agents of Pfizer’s subsidiaries in Bulgaria, China, Croatia, Czech Republic, Italy, Kazakhstan, Russia, and Serbia made improper payments to foreign officials to obtain regulatory and formulary approvals, … Continue Reading

SEC Charges Bristol-Myers Squibb Executive With Insider Trading

By Bob Tannous on Categories: SEC Enforcement Cases
On August 2, 2012, the Securities and Exchanges Commission (“SEC”) charged an executive in the treasury department at Bristol-Myers Squibb with insider trading.  The Complaint  filed in the United States District Court of New Jersey alleges that Robert D. Ramnarine made more than $300,000 in illegal profits by misusing nonpublic information he obtained while helping Bristol-Myers … Continue Reading

SEC Chairman Shapiro Testifies Before House Subcommittee on the JOBS Act

By Bob Tannous on Categories: SEC News
On June 28, 2012, SEC Chairman Mary L. Shapiro testified before the U.S. House Subcommittee on TARP, Financial Services and Bailouts of Public and Private Programs Oversight and Government Reform Committee on the SEC’s implementation of the Jumpstart Our Business Startups Act (“JOBS Act”), as well as the implementation of our staff’s guidance on economic analysis in … Continue Reading

U.S. Lawmakers Request SEC Overhaul IPO Process

By Bob Tannous on Categories: SEC News
After last month’s issues with the Facebook Inc. initial public offering (“IPO”), a bipartisan group legislators have asked the Securities and Exchange Commission (“SEC”) to overhaul the IPO process, claiming that the current system unfairly punishes small investors. In a letter to SEC Chairman Mary Shapiro dated June 19, 2012, Rep. Darrell Issa (R., Calif.) … Continue Reading

SEC Adopts New Rule Requiring Listing Standards for Compensation Committees and Compensation Advisers

By Bob Tannous on Categories: SEC News
On June 20, 2012, the Securities and Exchange Commission (“SEC”) approved a new rule that directs national securities exchanges to adopt listing standards for public company boards of directors and compensation advisers.  As required by Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the new rule requires exchange listing standards to … Continue Reading

“Extraordinary Cooperation” in FCPA Investigation Earns Virginia Corporation a Deferred Prosecution Agreement

By Bob Tannous on Categories: Criminal Charges in Securities Cases, Foreign Corrupt Practices Act
On Monday, June 18, 2012, DOJ announced that it had entered into a two-year Deferred Prosecution Agreement with Data Systems & Solutions LLC (“DS&S”), a company that provides design, installation, maintenance and other services at nuclear and fossil fuel power plants, to resolve violations of the Foreign Corrupt Practices Act. The company, which is based … Continue Reading

SEC Issues Policy Statement on Phase in of Derivatives Regulation

By Bob Tannous on Categories: SEC News
On June 11, 2012, the Securities and Exchange Commission issued a policy statement describing the phase in of final rules regulating security-based swaps and security-based swap market participants.  The policy statement covers final rules to be adopted by the SEC under Title VII of the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act, which … Continue Reading

NYSE Proposes Amendments to Listing Requirements to Accomodate the JOBS Act

By Bob Tannous on Categories: JOBS Act, Securities Exchanges
In response to the enactment of the Jumpstart Our Business Startups Act (the “JOBS Act”), the New York Stock Exchange (“NYSE”) proposes to amend Sections 102.01C and 103.01B of the NYSE’s Listed Company Manual (the “Manual”) to permit the listing of companies on the basis of two years of reported financial data as permitted under … Continue Reading

SEC Adopts Instructions for Submitting Draft Registration Statements for Confidential/Non-public Review

By Bob Tannous on Categories: SEC News
On May 11, 2012, the Securities and Exchange Commission ("SEC") issued Instructions for Emerging Growth Companies ("EGC") to submit confidential draft registration statements or foreign private issuer non-public draft registration statements to the SEC.  Until those submissions can be made on EDGAR, EGC’s must submit draft registration statements to the SEC in a text searchable … Continue Reading

Happy Fifth Anniversary!

By Bob Tannous on Categories: Porter Wright News
Today marks the fifth anniversary for our Federal Securities Law Blog.  We look forward to providing many more years of content on federal securities laws, news, and developments.  Many thanks to all who contributed to the success of our Blog.… Continue Reading

SEC Issues Additional JOBS Act FAQs: Generally Applicable Questions on Title I of the JOBS Act

By Bob Tannous on Categories: JOBS Act, SEC News
On April 16, 2012, the SEC Division of Corporation Finance issued additional Frequently Asked Questions to provide guidance on the implementation and application of the Jumpstart Our Business Startups Act (the "JOBS Act"), based on its current understanding of the JOBS Act and in light of its existing rules, regulations and procedures. These FAQs address … Continue Reading
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