Legal Question in Securities Law in New Jersey

I use to work for a fortune 500 company till last year. I was a Director working for their United Kingdom company and thus an employee of the Uk not the US company. The global headquarters is in the US and they are traded on the NY stock exchange. When I was let go I filled a wrongful dismissal suit on the grounds that I made protected disclosures to our company lawyer on an internal ethics investigation against the CEO and some releases he made to Wall street. The suit was filled in the Employment Tribunal in London. They owe me to the tune of $650,000 for back pay and bonuses. They let me go because I had inside information which was not in agreement with their internal ethics investigation and since last year I have been harassed, fired from my new job, my whole private life exposed and financially ruined all for the sake of me shutting up which I am not. My question relates to item 103 of Regulation S-K of the SEC law which states that they have to notify the SEC of any litigation especially if it's from a Director or senior officer. The part about the regulation I question is that it also states they do not have to file about the lawsuit if its part of everyday business. I personally do not consider this everyday business so I would like your opinion on if they would be fined and are required to fully disclose my lawsuit to the SEC. Thank you in advance.


Asked on 3/21/12, 6:31 pm

1 Answer from Attorneys

It is not possible to answer your question without additional information. In general, though the company is required to report adverse legal actions by a director, the qualification is that it be a "material proceeding". One would need to assess whether an employment action by a director for back pay amounting to 650k for a multinational company is material.

Roman R. Fichman, Esq.

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Answered on 3/21/12, 8:17 pm


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