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Blog: Will The House Now Try To Undo SOX?

What’s next for the House after taking on Dodd-Frank in the Financial CHOICE Act? Apparently, it’s time to revisit SOX. The Subcommittee on Capital Markets, Securities, and Investment of the House Financial Services Committee...more

Blog: Task Force Provides Framework And Guidance For Climate-Related Financial Disclosures

The Financial Stability Board’s Task Force on Climate-related Financial Disclosures (TCFD) has recently issued its exhaustive final report—Recommendations of the Task Force on Climate-related Financial Disclosures—and...more

Blog: SEC Chair Jay Clayton Discusses Principles Guiding His Tenure At The SEC

In his first public speech as SEC Chair, Jay Clayton outlined for the Economic Club of New York eight principles that he aims to guide his tenure as Chair. In discussing these principles and some ways in which he plans to put...more

Blog: Adding Hyperlinks to Exhibits

Beginning September 1, 2017, registration statements and periodic and current reports that are subject to the Reg S-K Item 601 exhibit requirements (or filings on Forms F-10 or 20-F) will be required to include, in the...more

Blog: Will Pay-Ratio Disclosure Benefit Investors?

One of the arguments that has often been used to oppose the Dodd-Frank pay-ratio provision is that the rule does not really provide information that benefits investors; instead, the argument goes, the real animus for the rule...more

Blog: Form What? CAQ Offers Help For Audit Committees In Understanding And Using Form AP

Remember Form AP? That’s the form that the PCAOB is now requiring audit firms to use to name individual audit engagement partners. The form will also disclose the names and Firm IDs, locations and extent of participation of...more

Blog: Corp Fin Posts FAQs Regarding Extension Of Process For Confidential Submission Of Draft Registration Statements

On June 29, Corp Fin announced that it was extending the process for confidential submission of draft registration statements, currently available only for IPOs of emerging growth companies, to IPOs of companies that are not...more

Blog: You No Longer Have To Be An EGC To…

…submit a confidential draft registration statement for IPOs, as well as for most offerings made in the first year after going public, Corp Fin announced on June 29, 2017. Until now, that beneficial process, first permitted...more

7/3/2017  /  Corp Fin , EGCs , IPO , JOBS Act

Blog: SCOTUS Grants Cert In Case Involving Whistleblower Statute And Cassome Involving State Court Jurisdiction Over ’33 Act...

SCOTUS will be hearing at least two cases of interest next term: one case, Somers v. Digital Realty Trust, will address the split in the circuits regarding whether the Dodd-Frank whistleblower anti-retaliation provisions...more

Blog: What’s Up With The Declining Number Of IPOs?

At a meeting on Thursday of the SEC’s Investor Advisory Committee, a panel discussed the declining number of IPOs, a topic that seems to be top of mind for many in the securities arena. Of course, there’s a reason for that;...more

Blog: Does The Health Of The Economy Depend On Getting The Role Of Shareholders Right?

Are shareholders really the “owners” of corporations? Even though shareholders have no responsibilities to the corporations they “own”? Should corporations be managed for the sole purpose of maximizing shareholder value? Are...more

Blog: Will Dual-Class Structures Torpedo The Business Judgment Rule?

While there has certainly been a lot of debate about the merits and demerits of dual-class stock, one interesting angle was raised by Charles Elson, director of the University of Delaware’s John L. Weinberg Center for...more

Blog: House Passes Financial Choice Act Of 2017. What Now?

The Financial Choice Act of 2017 has been passed by the House (almost surreptitiously, given the unwavering focus on the Senate hearing today). According to the WSJ, the House vote was 233 to 186. The bill, sponsored by Jeb...more

Blog: Pay For Performance — More Style Than Substance?

Comp Committees appear to have gotten the message when it comes to executive pay for performance. As discussed in this article in the WSJ, executive compensation “is increasingly linked to performance,” but investors are now...more

Blog: The Cams Are Coming: PCAOB Adopts New Standard To Enhance Audit Reports

On June 1, 2017, as anticipated, the PCAOB adopted, subject to SEC approval, a new auditing standard for the auditor’s report that, while retaining the usual pass/fail opinion, will require auditors to include a discussion of...more

6/5/2017  /  Auditors , Audits , Financial Statements , PCAOB , SEC

Blog: Exxonmobil Shareholders Approve Climate Change Proposal — Are Shareholder Proposals On Climate Change Becoming A Thing?

Are we witnessing the beginning of a new trend? The history of shareholder proposals to enhance disclosure regarding climate change has been a dismal one. But suddenly, this proxy season, we have climate change proposals...more

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

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