As noted in TheCorporateCounsel.net blog, New York City Comptroller Scott Stringer has once again submitted, on behalf of a number of NYC pension funds, a raft of shareholder proposals for proxy access as part of the...more
Senators Jack Reed and Susan Collins have introduced the bipartisan Cybersecurity Disclosure Act of 2015, a bill to promote transparency in the oversight of cybersecurity risks at publicly traded companies. According to the...more
The WSJ is reporting that, contrary to all expectations (including my own), “the U.S. Chamber of Commerce isn’t planning to mount a legal challenge to the Securities and Exchange Commission’s pay ratio rule.”...more
10/22/2015
/ Amnesty International ,
Chamber of Commerce ,
Conflict Mineral Rules ,
Disclosure Requirements ,
Dodd-Frank ,
En Banc Review ,
Executive Compensation ,
First Amendment ,
NAM ,
Pay Ratio ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Total Shareholder Return (TSR)
As discussed in this PubCo post, last year the PCAOB adopted Auditing Standard No. 18, Related Parties, addressing related-party transactions, significant unusual transactions and transactions with executive officers. (See...more
PWC’s annual survey of almost 800 public company directors reveals that only 39% of directors surveyed viewed board gender diversity as “very important.” Moreover, men and women seem to have distinctly different views about...more
While TSR (total shareholder return) is increasingly used a performance metric for executive compensation, a study by Cornell University and Pearl Meyer, an executive compensation consultant, showed no real correlation to...more
The SEC is requesting comment on certain Reg S-X rules as part of its Disclosure Effectiveness Project. The request relates specifically to the financial disclosure requirements in Reg S-X that require public reporting...more
While the SEC and PCAOB ponder what to do with auditor and audit committee reports, an increasing number of large companies have begun to include more audit committee disclosures on a voluntary basis, according to an analysis...more
On August 5, 2015, the SEC adopted a final rule to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, often referred to as the pay-ratio provision.
The pay-ratio provision mandates...more
8/27/2015
/ Acquisitions ,
CEOs ,
COLA ,
Compliance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Exemptions ,
Final Rules ,
Inflation Adjustments ,
Median Employee ,
Non-US Entities ,
Pay Ratio ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
Yes, according to a study from academics at the University of South Carolina, reported by Reuters. The study showed that U.S. public companies tend to favor hiring accountants “who show a willingness to flatter corporate...more
The SEC has posted a new staff working paper, “Public versus Private Provision of Governance: The Case of Proxy Access,” reporting on a study conducted by the SEC’s Division of Economic and Risk Analysis (DERA), of the...more
Yesterday, Representatives Carolyn Maloney and Chris Smith introduced H.R. 3226, the ‘‘Business Supply Chain Transparency on Trafficking and Slavery Act of 2015.’’ ...more
The SEC may adopt final pay-ratio rules, mandated by Dodd-Frank, possibly as early as next week. More significantly, according to the WSJ, the final rules will be adopted “without broad exclusions sought by companies.”...more
An early review of conflict minerals filings for the 2014 reporting period shows improvement in “detail, clarity and quality,” according to this article in BNA. As reported by Elm Sustainability Partners, a conflict minerals...more
In the wake of the Enron scandal and the dot-com bust in 2003, the SEC adopted Reg G and related amendments to Reg S-K to prevent public disclosure of misleading non-GAAP financial measures. Among other things, these rules...more
Release of no-review letters. As you know, the SEC has been releasing the give and take of comment letter correspondence with registrants for a number of years. Now the SEC has announced that, beginning July 1, 2015, Corp...more
Or, at least, that seems to be the position of the SEC staff following the tongue–lashing it suffered in 2011, when the D.C. Circuit tossed out the SEC’s mandatory proxy access rules. You may recall that plaintiffs Chamber of...more
The PCAOB has announced the publication of a new paper designed to address audit committees. The paper, Audit Committee Dialogue, provides insights from inspections of public company auditors that should assist audit...more
Data compiled by S&P and Bloomberg shows that companies in the S&P 500 spent 95% of their earnings on repurchases and dividends in 2014, including spending $553 billion on stock buybacks in 2014. ...more
Amnesty International and Global Witness have posted a paper, “Digging for Transparency,” evaluating the performance by 100 public companies in their inaugural season of conflict minerals reporting. The overall reaction:...more
According to FASB’s “Tentative Board Decisions,” the FASB board decided yesterday to defer the effective date of the new revenue recognition standard by one year. As a result, public companies will need to apply the new...more
Let’s reconsider: is it really necessary – or even useful – to have a proxy statement for an ordinary annual meeting that exceeds 100 pages in length? Does responsibility for bloated proxy statements lie with legislators and...more
A recent case from the 7th circuit, Greengrass v. International Monetary Systems, Ltd., No. 13-2901, decided January 12, 2015, may be useful to keep in mind now that it’s 10-K season. ...more
The WSJ is reporting that the SEC staff has spent an aggregate of 7,196 hours since 2011 working on the development of the still-in-the-proposal-stage pay-ratio disclosure rules required under Dodd-Frank....more
I loved this column from Compliance Week by Scott Taub, former deputy chief accountant and former acting chief accountant at the SEC. It’s full of common sense ideas about how to shorten 10-Ks and 10-Qs, both of which seem to...more