Justia Securities Law Opinion SummariesArticles Posted in Labor & Employment Law
Jones v. Southpeak Interactive Corp.
After SouthPeak, a video game publishing company, terminated its CFO after she raised concerns about a misstatement on one of the company's filings with the SEC, a jury found that the company and two of its top officers violated the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1514A(a). The court affirmed the district court's judgment, holding that the retaliatory discharge claims are subject to the four-year statute of limitations under 28 U.S.C. 1658(a), and not the two-year limitations period under section 1658(b)(1); the administrative complaint in this case satisfies the exhaustion requirement; and emotional distress damages are available under the statute. The court rejected SouthPeak's claims regarding perceived inconsistencies in the verdict where the district court did not commit any error. Finally, the court affirmed the district court's decision as to attorneys' fees. View "Jones v. Southpeak Interactive Corp." on Justia Law
Khazin v. TD Ameritrade Holding Corp
When Khazin began working for TD, he signed an employment agreement and agreed to arbitrate all disputes. Khazin was responsible for due diligence on financial products offered by TD . When he discovered that one product was priced in a manner noncompliant with securities regulations, he reported to his supervisor, Demmissie, and recommended changing the price. Demmissie instructed Khazin to analyze the “revenue impact,” which revealed that remedying the violation would save customers $2,000,000, but would cost TD $1,150,000 and negatively impact Demmissie’s divisions. Demmissie allegedly told Khazin not to correct the problem. Demmissie and TD’s human resources department later confronted Khazin about a purported billing irregularity that, he claims, was unrelated to his duties and nonexistent. His employment was terminated. Khazin sued, asserting violation of the Dodd-Frank Act, premised on the allegation that he had been terminated in retaliation for “whistleblowing.” Khazin contended that the Act prevented TD from compelling the arbitration of his whistleblower retaliation claim, 18 U.S.C. 1514A(e)(2). The district court held that the provision did not prohibit enforcement of arbitration agreements executed before Dodd-Frank was passed. The Third Circuit concluded that Khazin’s whistleblower claim is subject to arbitration because it is not covered by the restrictions. View "Khazin v. TD Ameritrade Holding Corp" on Justia Law
Halliburton, Inc. v. Administrative Review Board, Dept. of Labor
An employee of Halliburton, Anthony Menendez, submitted a complaint to management about the company's questionable accounting practices and also filed a complaint with the SEC. The Review Board subsequently determined that Halliburton's disclosure to Menendez's colleagues of his identity as the SEC whistleblower who had caused an official investigation, resulting in Menendez's workplace ostracism, constituted illegal retaliation under section 806 of the Sarbanes-Oxley Act (SOX), 18 U.S.C. 1514A(a). The court held that to maintain an antiretaliation claim under SOX, as in these circumstances here, the employee must prove that his protected conduct was a contributing factor in the employer's adverse action. The court rejected Halliburton's argument that the Review Board committed legal error by failing to require proof that the company had a wrongful motive. The court rejected Halliburton's contention that the damages awarded to Menendez for emotional distress and reputational harm are not noneconomic compensatory damages available under SOX. The court agreed with the Tenth Circuit that the plain language of SOX's text relating to remedies for retaliation affords noneconomic compensatory damages and this conclusion comports with the decisions of the Seventh and Eighth Circuits respecting essential identical statutory text in the False Claims Act, 31 U.S.C. 3729-3733. The court concluded that Halliburton failed to show that the Review Board's decision was arbitrary, capricious, an abuse of discretion, or otherwise contrary to law. Accordingly, the court affirmed the judgment. View "Halliburton, Inc. v. Administrative Review Board, Dept. of Labor" on Justia Law
Liu v. Siemens AG
Plaintiff, a citizen and resident of Taiwan, filed suit alleging that by firing him Siemens had violated the antiretaliation provision of the Dodd-Frank Act, 15 U.S.C. 78u-6(h)(1)(A). The court concluded that the district court properly dismissed the complaint because legislation is presumed to apply only domestically unless there is evidence Congress intended otherwise; (2) there is no indication Congress intended the whistleblower protection provision to have extraterritorial application; and (3) the facts in the complaint unequivocally demonstrate that applying the statute in this case would constitute an extraterritorial application. Therefore, section 78u-6(h) does not protect a foreign worker employed abroad by a foreign corporation where all events related to the disclosures occurred abroad. View "Liu v. Siemens AG" on Justia Law
Nielsen v. AECOM Technology Corp.
Plaintiff filed suit against AECOM and AME under the whistleblower retaliation provision created by the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1514A. The district court dismissed plaintiff's claim against AECOM and plaintiff appealed. The court concluded that an alleged whistleblowing employee's communications need not "definitively and specifically" relate to one of the listed categories of fraud or securities violations in section 1514A in order for that employee to claim protection under the statute; a complaint under section 1514A must, however, plausibly plead that plaintiff engaged in protected activity - that plaintiff reasonably believed the conduct he challenged constituted a violation of an enumerated provision; in this case, plaintiff did not plausibly allege that it was objectively reasonable for him to believe that there was such a violation here; and, therefore, the court affirmed the judgment of the district court. View "Nielsen v. AECOM Technology Corp." on Justia Law
Asadi v. G.E. Energy (USA), L.L.C.
Plaintiff filed suit against GE Energy, alleging violations of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, 15 U.S.C. 78u-6(h) (the "whistleblower-protection provision", because GE Energy terminated him after he made an internal report of a possible securities law violation. The court concluded that the plain language of section 78u-6 limited protection under the whistleblower provision to those individuals who provided information relating to a violation of the securities laws to the SEC. In this instance, plaintiff did not provide any information to the SEC and, therefore, he did not qualify as a "whistleblower" under Dodd-Frank. Accordingly, the court affirmed the district court's dismissal of his claim. View "Asadi v. G.E. Energy (USA), L.L.C." on Justia Law
In Re: Lehman Bros. ERISA Litig.
Plaintiffs, former Lehman employees, filed suit alleging that defendants, members of the Benefits Committee, and the company's Directors, breached their duties under the Employee Retirement Income Security Act (ERISA), 29 U.S.C. 1001 et seq. In regards to plaintiffs' claims that the Benefits Committee Defendants breached their duty of prudence in managing the company's employee stock ownership plan (ESOP), the court concluded that plaintiffs have not rebutted the Moench v. Robertson presumption because they failed to allege facts sufficient to show that the Benefits Committee Defendants knew or should have known that Lehman was in a "dire situation" based on information that was publicly available during the class period. In regards to plaintiffs' claims that the Benefits Committee Defendants breached their duty of disclosure, the publicly-known information available to defendants did not give rise to an independent duty to investigate Lehman's SEC filings prior to incorporating their content into a summary plan description issued to plan-participants. The court affirmed the district court's dismissal of plaintiffs' remaining claims. View "In Re: Lehman Bros. ERISA Litig." on Justia Law
Saad v. SEC
FINRA filed a complaint against petitioner, charging that he violated FINRA rules by submitting false expense reports for reimbursement of nonexistent business travel and for a fraudulently purchased cellular telephone. In his petition for review, petitioner argued that the SEC abused its discretion in upholding a lifetime bar based on his violation of the National Association of Securities Dealers (NASD) Conduct Rule 2110. The court remanded to the SEC for further consideration, agreeing with petitioner that the SEC abused its discretion in failing to adequately address all of the potentially mitigating factors that the agency should have considered when it determined the appropriate sanction. View "Saad v. SEC" on Justia Law
White v. Marshall & Ilsley Corp.
Plaintiffs filed a putative class action, claiming that fiduciaries for their retirement plans violated the Employee Retirement Income Security Act, 29 U.S.C. 1001, by continuing to offer employer stock as an investment option while the stock price dropped. The individual retirement account plan at issue allowed employees to choose among more than 20 investment funds with different risk profiles that had been selected by plan fiduciaries. ERISA imposes on the fiduciaries a duty to select only prudent investment options. One of the investment options in the Plan was the M&I Stock Fund, consisting of M&I stock, under an Employee Stock Ownership Plan. In 2008- 2009, M&I’s stock price dropped by approximately 54 percent. The district court applied a presumption of prudence, found that plaintiffs’ allegations could not overcome it, and dismissed without addressing class certification. The Seventh Circuit affirmed, stating that plaintiffs’ theory would require the employer and plan fiduciaries to violate the plan’s governing documents and “seems to be based often on the untenable premise that employers and plan fiduciaries have a fiduciary duty either to outsmart the stock market, which is groundless, or to use insider information for the benefit of employees, which would violate federal securities laws.” View "White v. Marshall & Ilsley Corp." on Justia Law
McDaniel, et al v. Wells Fargo Investments, LLC, et al
Plaintiffs, former employees of brokerage firms, filed four class actions challenging California's forced-patronage statute, section 450(a) of the California Labor Code. At issue was whether federal securities law preempted the enforcement of California's forced-patronage statute against brokerage houses that forbid their employees from opening outside trading accounts. The court affirmed the judgment and concluded that the district court correctly determined that the Securities Exchange Act of 1934, 15 U.S.C. 78o(g), and related self-regulatory organizations (SROs) rules preempted plaintiffs' forced-patronage suits. View "McDaniel, et al v. Wells Fargo Investments, LLC, et al" on Justia Law