R. Douglas Harmon

R. Douglas Harmon

Parker Poe Adams & Bernstein LLP

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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

An Insider Trading Reminder from the SEC

The SEC yesterday announced two separate cases against men who traded on confidential information they received from their wives about Silicon Valley technology companies....more

4/2/2014 - Insider Trading SEC

Is it Time to Reconsider Earnings Guidance?

I always enjoy Warren Buffet’s annual letter to Berkshire Hathaway’s shareholders. While it’s true that he, like most (all?) heads of public companies, can’t resist a healthy dose of bragging about recent successes and their...more

3/26/2014 - Annual Reports

Disclosure of Material Information–NYSE Telephone Alerts

Companies with stock listed on the New York Stock Exchange recently received its annual memo highlighting its most commonly applicable policies and rules. The memo’s eight pages cover a variety of fairly standard issues with...more

3/19/2014 - Disclosure Requirements NYSE

Clawback Policies–What to Do?

Clawbacks have been around for more than a decade. - Beginning in 2002, Sarbanes-Oxley required CEOs and CFOs to reimburse incentive or equity compensation received or profits from the sale of company securities during...more

2/27/2014 - Clawbacks Compliance Executive Compensation Incentives Reimbursements Sarbanes-Oxley SEC

Closing the Conflict Minerals Loop–Ongoing Compliance

By now you’ve heard all you want to hear about complying with the new conflict minerals disclosure rules. You know that public companies that manufacture a product, or contract to manufacture a product, for which a conflict...more

2/19/2014 - Conflict Mineral Rules Disclosure Requirements Form SD SEC

Board-Level Risk Management – Bridging the Gap

The pendulum of board-level risk management has shifted. For many public companies, intentional risk management has evolved in recent years from virtually nonexistent to finance department driven (focusing on internal...more

2/17/2014 - Board of Directors Compliance Corporate Governance Risk Management

ISS’s New Governance QuickScore 2.0

ISS just announced updates to its Governance QuickScore, formerly known as GRid and now called Governance QuickScore 2.0. This updated version will be implemented for the 2014 proxy season....more

2/3/2014 - Corporate Governance ISS

Proxy Statement Unbundling–New Guidance for an Old Rule

With the recent emphasis on proxy statement compensation disclosure, director independence and corporate governance, little attention has been paid to another issue that can delay your proxy statement mailing schedule and...more

1/30/2014 - Bundling Rules Proxy Statements SEC Securities Exchange Act

Enhanced Auditor’s Report – Latest Developments

You may recall that last August the PCAOB proposed a new standard designed to enhance the independent auditor’s report. •the communication of “critical audit matters” as determined by the auditor, •enhanced...more

1/22/2014 - Auditors Audits Financial Reporting Internal Audit Functions PCAOB

A Setback for Mandated Political Spending Disclosure

One of the hottest SEC rulemaking topics over the past two years—disclosure of corporate political spending—quietly took a significant hit a few weeks ago when the SEC removed it from its rulemaking agenda. The clamor for...more

1/13/2014 - Citizens United Compliance Political Campaigns Political Contributions SCOTUS SEC

Proposed Regulation A+: Nothing to Worry About

Here’s an easy one. If you happened to notice the splash of news just before Christmas about the SEC’s proposed amendments to Regulation A (known as Regulation A+) and wondered whether any of it is relevant to mid-size public...more

1/3/2014 - JOBS Act Regulation A SEC

The Latest in Bylaws–No Director Third-Party Compensation

Every now and then a bylaw amendment gains favor in corporate America. A few brave companies act as early adopters. Then, if the concept has merit and nothing bad happens, other companies follow suit until it becomes...more

12/31/2013 - Bylaws Corporate Governance Executive Compensation ISS Proxy Season Shareholders Third-Party

Good Compensation Committee News from Nasdaq

The Nasdaq Stock Market recently amended its listing rules to loosen the test for compensation committee member independence. The old rule, which implements the SEC’s Rule 10C-1 under the Exchange Act, prohibited members from...more

12/20/2013 - Certificates of Compliance Compensation Committee Listing Rules Nasdaq

The Mark Cuban Verdict – A Takeaway

If you are a fan of sports, the reality television show Shark Tank or the nuances of insider trading laws (no doubt the smallest of these three fanbases), then you probably followed with some interest the SEC’s four-year...more

12/12/2013 - Confidential Information Insider Trading Mark Cuban Misappropriation Rule 10b-5 SEC

ISS’s 2014 Governance Updates

Just before Thanksgiving, ISS released its U.S. Corporate Governance Policy 2014 Updates. The updates are the result of what ISS describes as a “robust, inclusive, and transparent” process and will apply to shareholder...more

12/6/2013 - Board of Directors Corporate Governance Human Rights ISS Lobbying Pay-for-Performance Shareholder Meetings

Shareholder Engagement and Governance Road Shows

Most observers agree that the influence of shareholder advisory services (SASs), primarily ISS and Glass Lewis, is waning after years of exerting near Jedi mind control over their institutional shareholder subscribers. As...more

11/29/2013 - Corporate Governance ISS Shareholder Advisory Services

Beware Proxy Statement Non-GAAP Financial Measures

It’s no secret that proxy statements are rapidly evolving into full-blown marketing documents. The introduction of the CD&A began the trend back in 2006 (although it took a while for companies to move beyond black and white...more

11/22/2013 - Non-GAAP Financial Measures Proxy Statements

A Bribe is a Bribe

Last week the SEC reported that Diebold, Inc. agreed to pay more than $48 million in fines and prejudgment interest to settle SEC civil charges and DOJ criminal charges that it had violated the Foreign Corrupt Practices Act....more

10/28/2013 - Bribery Corporate Gifts DOJ FCPA Foreign Official Penalties Prejudgment Interest SEC

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