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Blog: Does It Pay To Challenge The SEC Over Non-GAAP Financial Measures?

As discussed in this article, the WSJ engaged Audit Analytics to perform an analysis of SEC comment letters and company responses regarding the use of non-GAAP financial measures. What did they find? Companies are winning...more

Blog: Are Lone-Insider Independent Boards Too Much Of A Good Thing?

At more than half of the companies in the S&P 1500, the CEO is the lone board insider, according to this study and the related article in the WSJ. Isn’t that a good thing? Maybe not, say the authors, whose study showed that...more

Blog: Considerations Regarding The Defensive Health Of Newly Public Companies

As discussed in this December 2016 Cooley Alert, this proxy season, the policies of ISS and Glass Lewis provide that they will recommend voting against the re-election of directors of “newly public” companies that, prior to...more

Alert: New Pubcos Should Consider Defensive Health in Light of ISS/GL Recommendations

ISS and Glass Lewis are continuing to apply special scrutiny to certain corporate governance provisions of "newly public" companies (generally, companies that have gone public in 2014 or later). In short, the latest policies...more

Blog: New Revenue Recognition Standard—Are Companies Overlooking The Disclosures?

The warnings are everywhere—it’s time to get serious about revenue recognition. The new standard is expected to result in significant changes to measuring, recognizing and reporting of revenue—regarded as the key line item in...more

Blog: New Revenue Recognition Standard— Don’t Ignore The Impact On Compensation

At the recent Bloomberg BNA Conference on Revenue Recognition, a Deloitte partner observed that, to the extent that, in awarding compensation, companies use metrics that are keyed to revenue, the new revenue recognition...more

Blog: Are “Other Key Operating Metrics” The New Non-GAAP Financial Measures?

As reported by BNA, the top accounting staff at the SEC are quite satisfied with companies’ responses to the SEC’s assault on abuses of non-GAAP financial measures. The staff’s concern was that companies’ reporting was often...more

Blog: Does A Long-Term View Really Pay Off?

In this February 2017 article in the Harvard Business Review, “Finally, Evidence That Managing for the Long Term Pays Off,” a team from McKinsey and associated consultants attempt to prove empirically what has often seemed...more

Blog: Letter From Six Senators Challenges Authority Of Acting SEC Chair On Conflict Minerals No-Action Position

It’s not only the NGOs that have expressed their dismay at the no-action position taken by Corp Fin and Acting SEC Chair Michael Piwowar with regard to compliance by companies with the conflict minerals rule. In this April 26...more

Blog: GAO Issues Annual Report Showing Only Slight Progress In Disclosures On Conflict Minerals

The GAO has recently issued its third annual report on conflict minerals. The GAO is required by Dodd-Frank to report annually on the effectiveness of the SEC’s conflict minerals rule in promoting peace and security in the...more

Blog: Has Demand for ESG Disclosure Reached an Inflection Point?

Do investors really care about ESG (environmental, social and governance) disclosures? Apparently they do, according to a recent survey by EY, and they even take information about ESG into account in making investment...more

Blog: It’s baaaack — the Financial CHOICE Act of 2017

A draft of the Financial CHOICE Act of 2017 (fka version 2.0), a bill to create hope and opportunity for investors, consumers, and entrepreneurs — a masterpiece of acronyming — has just been released (and weighs in at 593...more

Blog: Shareholder Proposal Process In The Crosshairs

According to this report in Bloomberg BNA, the plans for changing the shareholder proposal process in the Financial CHOICE Act 2.0 are quite dramatic and could effectively curtail the process, if that is, the current version...more

Blog: Senate Hearing On Conflict Minerals Law Reveals Common Theme

On April 5, just prior to the release of Corp Fin’s Updated Statement on conflict minerals, the Senate Subcommittee on Africa and Global Health Policy held a hearing on the effects on the Democratic Republic of the Congo of...more

Blog: Responses to Corp Fin’s Updated Statement on Conflict Minerals

A number of NGOs have issued statements emphatically rejecting Corp Fin’s Updated Statement on the Effect of the Court of Appeals Decision on the Conflict Minerals Rule and the Acting Chair’s separate Statement on conflict...more

Blog: SEC Chief Accountant Addresses Audit Committee Effectiveness

In a recent speech at the University of Tennessee, “Advancing the Role and Effectiveness of Audit Committees,” SEC Chief Accountant Wes Bricker discusses his recommendations for — wait for it — improving the effectiveness of...more

Blog: Corp Fin Provides Relief On Conflict Minerals In Light Of Final Judgment In National Association Of Manufacturers V. SEC

On April 7, 2017, in light of the entry of final judgment by the D.C. District Court in National Association of Manufacturers v. SEC, Corp Fin issued an Updated Statement on the Effect of the Court of Appeals Decision on the...more

Blog: More Opposition To The Virtual-Only Annual Meeting

In case you missed it, Gretchen Morgenson’s column in the Sunday NYT railed against virtual-only annual meetings, which according to her data (provided by Broadridge), have increased in number from 21 in 2011 to 154 in 2016. ...more

Blog: SEC Adopts JOBS Act Inflation Adjustments And Other Technical Changes

The SEC has adopted a number of inflation-related adjustments under the JOBS Act, including an adjustment to the revenue cap in the definition of “emerging growth company,” as well as adjustments to the dollar amounts in Reg...more

Blog: Final Judgment Entered In Conflict Minerals Case, National Association Of Manufacturers V. SEC

Today, the D.C. District Court entered final judgment in National Association of Manufacturers v. SEC, holding that Section 1502 of Dodd-Frank and Rule 13p-1 and Form SD, Conflict Minerals, violate the First Amendment to the...more

Blog: Is Relative TSR Still The Performance Metric Of Choice?

According to a just-released report from Equilar, an executive compensation and corporate governance data firm, “relative total shareholder return” continues to be the most common performance measure used in long-term...more

Blog: State Department ventures into conflict minerals

Bloomberg BNA is reporting that the State Department has launched a new review of “how best to support responsible sourcing of conflict minerals,” which will continue through April 28. Although it’s not known whether the SEC...more

Blog: Investigate Piwowar?

Not everyone is pleased by the actions taken by Acting SEC Chair Michael Piwowar directing the SEC staff to review the conflict minerals and pay-ratio disclosure rules. In fact, today, four Senate Democrats on the Senate...more

Blog: Do Board Self-Evaluations Help Produce A High-Functioning Board?

In this paper from the Rock Center for Corporate Governance at Stanford University, Board Evaluations and Boardroom Dynamics, the authors suggest that board self-evaluations aren’t all they’re cracked up to be. While, based...more

Blog: SEC Approves T+2

At an open meeting this morning, the SEC voted to adopt an amendment to Rule 15c6-1 under the Exchange Act to shorten the standard settlement cycle for most broker-dealer transactions from three business days after the trade...more

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