R. Douglas Harmon

R. Douglas Harmon

Parker Poe Adams & Bernstein LLP

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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

Weak Succession Planning Remains a Problem

Back in January, I wrote that “few things are more important to a company’s success than identifying, hiring and retaining an effective CEO,” and yet many boards of directors pay scant attention to succession planning. (See...more

6/17/2014 - Estate Planning Succession Planning

Why Lawyers Should Care about the New COSO Framework

The Committee of Sponsoring Organizations of the Treadway Commission (COSO) 1992 Internal Control—Integrated Framework has long been recognized as the starting point for designing, implementing and conducting internal...more

6/6/2014 - COSO Internal Controls Sarbanes-Oxley SEC

The NYSE Updates Its Telephone Alert Rule

Back on March 7th, companies with stock listed on the New York Stock Exchange received the NYSE’s annual memorandum highlighting its most commonly applicable policies and rules. On May 21st, the NYSE sent an updated version...more

6/3/2014 - Notice Requirements NYSE

Quarterly Updating of Risk Factors

Most companies do a good job of reviewing and updating their Form 10-K risk factors once a year. It’s relatively easy to re-read last year’s risk factors, determine what has changed in the interim and make appropriate...more

5/29/2014 - Disclosure Requirements Form 10-K Form 10-Q Public Disclosure Risk Assessment

Fee-Shifting Bylaws–Novel Protection from Stockholder Litigation

Here’s one to keep an eye on. Just last week, the Delaware Supreme Court (ATP Tour, Inc. v. Deutscher Tennis Bund) held that fee-shifting provisions in a corporation’s bylaws are facially valid and enforceable against...more

5/19/2014 - Bylaws Corporate Governance Fee-Shifting Statutes Shareholder Litigation Validity

Risk Management Committees–An Idea Whose Time Has Come

Earlier this year I wrote that directors have become much more educated in recent years about enterprise (not just financial) risk management and about their fiduciary responsibility to oversee ERM effectiveness. (See this...more

5/12/2014 - Board of Directors Corporate Governance Fiduciary Duty Risk Management

It’s Prime Time for Shareholder Engagement

Shareholder engagement has become decidedly mainstream in recent years according to a new study by ISS entitled Defining Engagement: An Update on the Evolving Relationship Between Shareholders, Directors and Executives. The...more

5/5/2014 - Board of Directors Corporate Governance Shareholder Activism Shareholder Litigation Shareholders

More SEC Social Media Guidance–Don’t Be Left Behind

The SEC’s incremental accommodation of social media continues. Most recently, the staff has issued several CDIs specific to public offering communications, including tombstone ads (Rule 134), business combinations (Rule 165)...more

4/25/2014 - Disclosure Requirements Public Offerings SEC Social Media Young Lawyers

Conflict Minerals – Yet Another Update

If ever there was an SEC rule that refused to slip quietly into the books, it’s conflict minerals disclosure. With the May 31st Form SD filing deadline fast approaching, three things are happening: Companies are focusing for...more

4/17/2014 - Conflict Mineral Rules Disclosure Requirements First Amendment Form SD National Association of Manufacturers SEC

Cybersecurity Disclosure Heats Up

Due to the current proliferation of technology and electronic connectivity among various aspects of nearly every company’s business, cybersecurity risks continue to grow exponentially. However, the disclosure related to those...more

4/4/2014 - Cybersecurity Disclosure Roundtable SEC

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