R. Douglas Harmon

R. Douglas Harmon

Parker Poe Adams & Bernstein LLP

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Mid-Cap Governance Roadshows Trending Upward

It has been interesting to watch the evolution of governance roadshows from relative obscurity only a few years ago to standard practice, at least among large-cap public companies. The catalyst was the early-2011 adoption of...more

2/24/2015 - Corporate Governance Executive Compensation Proxy Advisors Say-on-Pay SEC

SEC Proposes Long-Awaited Hedging Disclosure Rules

The SEC recently proposed rules to implement Dodd-Frank-mandated disclosure regarding permitted hedging by officers and directors. If you have been following the post-Dodd-Frank rulemaking saga, you know that this is one of...more

2/17/2015 - Disclosure Requirements Dodd-Frank Hedging Proposed Regulation Publicly-Traded Companies Regulation S-K SEC

Expediting Debt Tender and Exchange Offers

In late January, the SEC’s Division of Corporation Finance issued a no-action letter that significantly expedites non-investment grade debt security tender and exchange offers and eases certain other restrictions. With so...more

2/9/2015 - Exchange Offer No-Action Letters Non-Convertible Debt Securities SEC Tender Offers

Data Breach Preparedness Continues to Lag

A recent study by an independent research institute suggests that the increase in companies’ efforts to prepare for data breaches may not be keeping up with the increased risk. A September 2014 report by Ponemon Institute LLC...more

2/3/2015 - Best Practices Cybersecurity Data Breach Popular

Litigation Disclosures Can Constitute Title VII Retaliation

Here is something to watch out for. Earlier this month, the U.S Court of Appeals for the Seventh Circuit held that naming an EEOC claimant in the legal proceedings section of a company’s periodic reports may constitute...more

1/27/2015 - Appeals EEOC Employer Liability Issues Form 10-K Public Disclosure Retaliation Title VII

SEC Reverses Course on Proxy Exclusions for Certain Shareholder Proposals

Much is being made of the January 16th statement by SEC Chair Mary Jo White regarding a company’s ability to exclude a shareholder proposal from its proxy statement based on Rule 14a-8(i)(9), which allows exclusion when a...more

1/21/2015 - Board of Directors Mary Jo White No-Action Letters Proxy Access Rule Proxy Statements SEC Shareholder Activism Shareholder Proposals Shareholders

More Forum Selection Affirmation from Delaware

An interesting Delaware Supreme Court decision just before the holidays may have escaped many people’s attention. In United Technologies Corp. v. Treppel, the Court concluded in the context of stockholder inspection rights...more

1/12/2015 - Books & Records Bylaws Confidentiality Agreements Delaware General Corporation Law Forum Selection Clause Shareholder Litigation Shareholders

Using Board Executive Sessions to Manage Enterprise Risk

Boards of directors are now thoroughly immersed in enterprise risk management, so much so that separate risk oversight board committees are fast becoming common practice. (See this Doug’s Note.) Boards and management...more

12/31/2014 - Board of Directors Corporate Management Enterprise Risks

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

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