R. Douglas Harmon

R. Douglas Harmon

Parker Poe Adams & Bernstein LLP

Contact  |  View Bio  |  RSS

Latest Publications

Share:

What’s New with Insider Trading…and What’s Not

Much has already been written about the Second Circuit Court of Appeals’ December 10th insider trading decision: in United States v. Newman, et al., the Court significantly trimmed back the circumstances in which tippees of...more

12/19/2014 - Hedge Funds Illegal Tipping Insider Trading Material Nonpublic Information Personal Benefit Portfolio Managers Securities Securities Fraud US v Newman

IRS Monitoring of Tax Disclosures

It is not often that I get to (or even want to) write about the tax disclosures contained in the notes to financial statements. However, this recent CFO article highlighted a recent study by professors at Ohio State...more

12/15/2014 - Disclosure Requirements Financial Statements Form 10-K IRS

Emerging Sustainability Reporting Standards

Whether they call it ESG (environment, social responsibility and governance), CR (corporate responsibility), sustainability or something else, more and more companies are choosing to voluntarily disclose their efforts and...more

12/8/2014 - Annual Reports Corporate Governance Corporate Social Responsibility Proxy Statements Sustainability Sustainable Business Practices Voluntary Disclosure

Safeguarding a Whistleblower’s Identity

Everyone knows that the Sarbanes-Oxley Act prohibits retaliation against whistleblowers. It may be less obvious, however, that merely disclosing a whistleblower’s identity can constitute prohibited retaliation. ...more

12/3/2014 - Administrative Review Board DOL Employer Liability Issues Halliburton Public Disclosure Retaliation Sarbanes-Oxley Whistleblower Protection Policies Whistleblowers

Safeguarding a Whistleblower’s Identity

Everyone knows that the Sarbanes-Oxley Act prohibits retaliation against whistleblowers. It may be less obvious, however, that merely disclosing a whistleblower’s identity can constitute prohibited retaliation. Nevertheless,...more

12/2/2014 - Administrative Review Board Appeals DOL Employer Liability Issues Halliburton Public Disclosure Retaliation Sarbanes-Oxley Whistleblowers

Posting Non-GAAP Financial Measures on Social Media

It is well documented that companies now use social media for all kinds of communications, including “traditional” SEC disclosures. As the scope of the social media disclosures continues to expand, some companies are starting...more

11/24/2014 - Disclosure Requirements GAAP Non-GAAP Financial Measures SEC Social Media Websites

What’s Next for COSO’s New Framework?

By now, most companies have begun to transition from The Committee of Sponsoring Organizations of the Treadway Commission (COSO) 1992 Internal Control—Integrated Framework to the updated COSO 2013 framework. In fact, many...more

11/17/2014 - Audits Corporate Governance COSO Internal Controls Regulation S-K Reporting Requirements Sarbanes-Oxley SEC

Disclosure Effectiveness–Getting a Jump on the SEC’s New Initiative

As mandated by the JOBS Act, the SEC is in the midst of a major reassessment of its disclosure rules and practices. For example, in December 2013, the Division of Corporation Finance released its “Report on Review of...more

11/5/2014 - Disclosure Requirements JOBS Act Regulation S-K SEC

Governance Responses to the PCAOB’s New Related Party Rule

Last week the SEC approved new PCAOB rules regarding: - Company relationships and transactions with related parties, - “Significant unusual transactions”, and - Company relationships and transactions with its...more

11/3/2014 - Audits C-Suite Executives Corporate Officers New Regulations PCAOB Related Parties SEC

The Inspector of Elections–A Refresher

Of all the items on a company’s annual meeting checklist, the role of the inspector of elections gets perhaps the least attention. Fortunately, this function requires little attention or supervision most of the time....more

10/21/2014 - Corporate Governance Election Laws Shareholder Votes

SEC Comment Letters–A New Twist on Insider Trading?

A few days ago the New York Times reported a recent study by three professors at the Haas School of Business at the University of California at Berkley that notes increased insider sales just prior to the EDGAR filing of...more

10/13/2014 - EDGAR Insider Trading SEC SEC Comment Letter Process

Coca-Cola’s New Equity Stewardship Guidelines

The Coca-Cola Company announced yesterday that its compensation committee has adopted what it calls Equity Stewardship Guidelines for its new 2014 Equity Plan, which was approved by the stockholders at its April annual...more

10/3/2014 - Coca Cola Compensation Committee Equity Compensation Executive Compensation Shareholders

Takeaways from the Latest Whistleblower Awards

Two recent awards by the SEC are noteworthy reminders that it continues to vigorously implement its whistleblower bounty program and that companies must be vigilant when dealing with internal complaints....more

9/30/2014 - Best Management Practices Corporate Counsel Employer Liability Issues SEC Whistleblower Awards Whistleblowers

Company Liability for Insider Stock Ownership Reports

Earlier this month, the SEC announced charges against six public companies for contributing to their insiders’ failure to properly file Form 4s or for violating the Item 405 proxy disclosure requirements for late insider...more

9/22/2014 - Cease and Desist Compliance Disclosure Requirements Filing Requirements Proxy Statements SEC Stocks

Forum Selection Bylaws–More Good News

Fending off merger-related shareholder lawsuits keeps getting easier. Just a week ago, the Delaware Chancery Court upheld the enforceability of the bylaw of a Delaware corporation headquartered in North Carolina that selected...more

9/16/2014 - Bylaws Delaware General Corporation Law Fiduciary Duty Forum Selection Clause Mergers Shareholder Litigation Shareholders

Don’t Forget About Conflict Minerals

The first wave of Form SD filings has come and gone, leaving us with more insight into supply chains and manufacturing processes than most of us ever wanted, yet much uncertainty about the actual sources of the conflict...more

9/8/2014 - Conflict Mineral Rules Dodd-Frank Form SD Manufacturers Supply Chain

Creative Shareholder Engagement–Director Videos?

Much has been written lately about the importance of shareholder engagement. (See this Doug’s Note, for example.) There has even been recent clambering to involve directors directly in shareholder engagement....more

8/28/2014 - Board of Directors Corporate Governance Directors Microsoft Shareholders Video Recordings

More from ISS–Equity Plan Data Verification

Because it is “committed to industry-leading levels of transparency and engagement,” ISS recently announced its new equity plan data verification portal. The portal is intended to provide companies with an opportunity to...more

8/21/2014 - Investment Adviser ISS Proxy Advisors Transparency

Shareholder-Director Engagement – The Latest Governance Trend?

A few weeks ago several large institutional investors identified as the Shareholder-Director Exchange (SDX) Working Group sent a letter to the lead directors and corporate secretaries of Russell 1000 companies asking them to...more

8/11/2014 - Best Management Practices Board of Directors Corporate Governance Corporate Officers Directors Home Depot JPMorgan Chase Microsoft Russell 1000 Shareholder-Director Engagement UnitedHealth

Earnings Call Q&A: What if There are No Qs?

So, the CEO and CFO have finished their earnings call prepared remarks and have asked the operator to queue the analysts’ questions. And let’s say that the Q&A portion of the call is usually a robust thirty minutes or so,...more

7/30/2014 - Annual Meeting C-Suite Executives

Disclosing a CEO’s Illness: Privacy vs. Transparency

From time to time, a prominent CEO’s illness makes its way into the news and highlights once again one of disclosure’s trickiest issues. Most recently, Jamie Dimon, Chairman and CEO of JPMorgan Chase, disclosed that he has...more

7/17/2014 - Apple C-Suite Executives CEOs Corporate Counsel JPMorgan Chase Popular Privacy Concerns Public Disclosure Steve Jobs Transparency Warren Buffet

An XBRL Prod from the SEC

The SEC has been noticeably quiet about XBRL compliance since those regulations were adopted in 2009. In July, however, the staff softly prodded this public company sore spot (think: conflicts mineral sore) with a letter...more

7/11/2014 - Compliance Enforcement Enforcement Actions SEC XBRL Filing Requirements

When Should You Disclose an SEC Investigation?

SEC investigations have become more common in recent years as the still relatively new Chair, Mary Jo White, and others have focused resources and attention on enforcement. It is now well established that there is no...more

7/7/2014 - Compliance Disclosure Requirements Investigations SEC Wells Notice

The U.S. Supreme Court Adds Another Weapon Against Stockholder Class Actions

Things keep getting tougher for class action plaintiffs. You may recall that the Delaware Supreme Court recently held that fee-shifting provisions in a corporation’s bylaws are facially valid and enforceable against...more

6/25/2014 - Basic v Levinson Class Certification Fraud Fraud-on-the-Market Halliburton Halliburton v Erica P. John Fund Presumption of Reliance SCOTUS Securities Fraud

Sustainability Reporting–Something to Consider

It’s common knowledge that investors, analysts and other stakeholders view certain non-financial information as increasingly important indicators of a company’s long-term value. This information tends to be grouped into three...more

6/20/2014 - Cost Accounting Standards Disclosure Fair Market Value Institutional Investment Investors Proxy Statements Risk Management S&P SEC Shareholders Sustainability Sustainable Business Practices Transparency

53 Results
|
View per page
Page: of 3