Research by Lucian A. Bebchuk, Harvard Law School, and Scott Hirst, Boston University School of Law, indicates three key index fund advisors could cast 34% of votes in the next decade at S&P 500 companies, and about 41% of...more
ISS ESG, an arm of ISS, released ESG Review 2019, an annual analysis of the state of adherence by companies across the globe to environmental, social, and governance (ESG) criteria. ...more
5/20/2019
/ Banking Sector ,
Biotechnology ,
Business Strategies ,
Corporate Governance ,
Corporate Social Responsibility ,
Emerging Markets ,
Environmental Social & Governance (ESG) ,
Human Rights ,
Institutional Shareholder Services (ISS) ,
Pharmaceutical Industry ,
Publicly-Traded Companies ,
Rating System
Nasdaq has released its new global environmental, social and governance (ESG) reporting guide which it believes will support public and private companies....more
Current SEC reporting requirements establish three different filer statuses that categorizes issuers subject to Exchange Act reporting requirements as non-accelerated, accelerated, and large accelerated filers....more
5/13/2019
/ Attestation Deadlines ,
Corporate Issuers ,
Emerging Growth Companies ,
Financial Reporting ,
Form 10-K ,
Form 10-Q ,
ICFR ,
Proposed Amendments ,
Publicly-Traded Companies ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
The SEC held an open meeting on May 9th to discuss whether to propose long-awaited modifications to filer definitions applicable to accelerated filers and large accelerated filers....more
C-Suite executives may now have to be accustomed to a new form of adverse publicity to deal with in their crisis management planning – someone making publically available an SEC whistleblower submission and publicizing the...more
In a wide ranging derivative action, a Facebook shareholder has filed a 193 page complaint in the Delaware Court of Chancery alleging three Facebook directors sold a total of $1.5 billion of stock while in possession of...more
Nasdaq has proposed a rule change that will require companies listing in connection with a Regulation A+ offering to have a minimum operating history of two years at the time of the approval of the initial listing...more
SEC Chairman Jay Clayton gave his views on appropriate disclosures related to human capital in opening remarks before a meeting of the SEC Investor Advisory Committee....more
The Public Company Accounting Oversight Board (PCAOB) recently noted that it will provide an opportunity for audit committee chairs of certain companies whose audits are subject to inspection to “engage in a dialogue with the...more
The PCAOB recently noted that during 2019 it will provide an opportunity for audit committee chairs of certain companies whose audits are subject to inspection to “engage in a dialogue with the inspections staff.” ...more
William Hinman, Director, SEC Division of Corporation Finance, recently gave his views on sustainability disclosures by public companies, among other topics....more
In a published document, the PCAOB noted its new strategic plan anticipated enhanced external engagement and more proactive communication with its stakeholders, including audit committees, to inform them about its core...more
We have been unable to find extensive SEC comments on last year’s first round of pay ratio disclosures. Searches for comment letter responses referring to for “402(u)” or “pay ratio” do not seem to turn up anything of...more
Set forth below are examples of pay ratio disclosures from recently filed proxies where registrants chose to rely on the median employee identified in the prior year....more
3/11/2019
/ CEOs ,
Compensation & Benefits ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Item 402 ,
Median Employee ,
Pay Ratio ,
Proxy Season ,
Publicly-Traded Companies ,
Regulation S-K ,
Statistical Sampling
The SEC announced settled charges against four public companies for failing to maintain internal control over financial reporting, or ICFR, for seven to 10 consecutive annual reporting periods. ...more
The Section 162(m) deduction limit for performance-based compensation was repealed by the Tax Cut and Jobs Act, effective for taxable years beginning after December 31, 2017, subject to transition relief. ...more
1/10/2019
/ Compensation & Benefits ,
Corporate Taxes ,
Costco ,
Disclosure Requirements ,
Employee Benefits ,
Executive Compensation ,
Proxy Statements ,
Publicly-Traded Companies ,
Section 162(m) ,
Tax Cuts and Jobs Act ,
Tax Deductions ,
Tax Reform ,
TD Ameritrade
As required by the Economic Growth, Regulatory Relied and Consumer Protection Act, the SEC has adopted final rules which will permit public companies to rely on the exemption from registration to offer securities in amounts...more
The SEC brought a settled enforcement action against ADT Inc. because it did not afford equal or greater prominence to comparable GAAP financial measures in two of its earnings releases containing non-GAAP financial...more
The critical audit matter communicated here is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to...more
ISS has published preliminary frequently asked questions related to compensation policies for 2019. Some key observations are noted below. Will any of the quantitative pay-for-performance screens change for 2019?...more
For those of you who still have time or can tweak your second quarter 10-Q, we have noticed these recent comments on revenue recognition:
Netflix, Inc.
Please provide us with your analysis regarding payments made to...more
The SEC charged a hedge fund sponsor that manages private funds and separately managed accounts focused on global distressed, special situations, and opportunistic investing with failure to timely file a Schedule 13D. The...more
The SEC has long recognized that smaller issuers should be subject to somewhat less stringent disclosure standards than larger companies. The SEC has referred to this as “scaled disclosure” and has embodied the idea in a...more
Many public companies became subject to the new revenue recognition rules when they filed their first quarter Form 10-Qs in 2018. It appears the SEC may not have wasted any time in beginning to issue comments....more