R. Douglas Harmon

R. Douglas Harmon

Parker Poe Adams & Bernstein LLP

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The SEC’s New Registration Fee Estimator

The accurate and timely payment of SEC filing fees can be surprisingly challenging, particularly since it is often one of the last tasks performed in the scramble before a filing. The SEC has over the years attempted, with...more

4/29/2016 - Capital Raising Corporate Issuers Filing Fees Registration SEC

The SEC’s Non-GAAP Drumbeat Grows Louder

Last year I wrote about the hazards of “non-GAAP disclosure creep,” which can occur as companies become increasingly aggressive with their use of non-GAAP financial measures or simply become bogged down as more and more...more

4/19/2016 - Financial Reporting Mary Jo White Non-GAAP Financial Measures PCAOB Regulation S-K SEC

New SEC Guidance on Proxy Card Descriptions

Amazingly, the SEC staff continues to scrutinize Securities Exchange Rule 14a-4(a)(3)’s proxy card parameters. As you may recall, the staff recently grappled with the ever-murky “unbundling” aspect of that rule: first via...more

4/6/2016 - Management Proposals New Guidance Proxy Access Proxy Materials Proxy Season SEC Securities Exchange Act Shareholder Proposals

International Reporting Tightens at NYSE as Competition from Europe Heats Up

Two recent events highlight the ever-shifting dynamic between U.S. and international capital markets. The first, a technical NYSE rule affecting the reporting obligations of foreign private issuers, was subtle. The second,...more

3/31/2016 - Capital Markets Delisting EU Foreign Private Issuers London Stock Exchange Mergers Nasdaq NYSE Reporting Requirements SEC

The Next Level of Investor Communication

Last year about this time General Electric made a splash with its revamped Form 10-K, which it augmented with a short video introduction from its CEO, Jeff Immelt. This year, GE launched what it calls an Integrated Summary...more

3/25/2016 - Annual Reports Form 10-K General Electric Investors Proxy Statements Risk Management Shareholders Social Media Sustainability Websites

The New Lease Accounting Standard–What Lawyers Need to Know Now

With calendar year-end Form 10-K filings almost completed, you may have noticed the addition of Accounting Standards Update No. 2016-02 “Leases (Subtopic 842)” to the MD&A subsection addressing new accounting standards. In...more

3/16/2016 - Accounting Standards Balance Sheets FASB Form 10-K GAAP Leases SEC

The Fundamentals of Social Media Communication Compliance

Communication via social media is now standard practice, to some extent, at almost all public companies. What once seemed limited to technology and other “forward-thinking” companies has now made its way into the even the...more

3/4/2016 - Material Nonpublic Information Popular Public Disclosure Risk Management SEC Social Media Social Media Policy

Considering Stewardship and Corporate Governance in the UK

A recent announcement regarding the UK’s Stewardship Code serves as a reminder of the current similarities and differences between the US and UK corporate governance schemes, as well as their ongoing convergence. By way...more

2/25/2016 - Asset Management Conflicts of Interest Corporate Governance Financial Reporting Institutional Investors Public Disclosure Publicly-Traded Companies Third-Party Service Provider UK

Mixed Enforcement Messages (and What’s in a Name?)

Not long ago I wrote about a speech by Andrew Ceresney, Director of the SEC’s Division of Enforcement, at the Directors Forum 2016 in San Diego. In his speech, Mr. Ceresney made a point of noting the SEC’s continuing...more

2/19/2016 - Board of Directors Cyber Attacks DOJ Enforcement Individual Accountability Risk Management SEC Yates Memorandum

Beefing Up Director Compensation Disclosures

With calendar year companies currently in the midst of drafting their proxy statements, it is time to consider the often overlooked director compensation disclosures. Changes in director compensation...more

2/16/2016 - Board of Directors Compensation Committee Director Compensation Disclosure Requirements Entire Fairness Standard Equity Compensation Executive Compensation Proxy Statements SEC

It’s Time Again (sigh) for Conflict Minerals

Year three of conflict minerals reporting is fast approaching, with Form SD filings due on May 31st. The good news, and the bad news, is that not much has changed since last year....more

2/9/2016 - Conflict Mineral Rules Corporate Counsel First Amendment IPSA Reporting Requirements SEC

Enforcement Heats Up at the SEC

Andrew Ceresney, Director of the SEC’s Division of Enforcement, gave the keynote address at last week’s Directors Forum 2016 in San Diego. In his speech, Mr. Ceresney made several points worth highlighting. First of all,...more

2/4/2016 - Audit Committee Disclosure Requirements Enforcement Actions Financial Reporting Sarbanes-Oxley SEC Tone At The Top

Overboarding–How Many Directorships are Too Many?

Every so often, the issue of “overboarding”—meaning directors serving on too many boards—pops up in the news or in corporate governance circles. On January 21st, a Wall Street Journal article by Joann S. Lublin entitled How...more

1/27/2016 - Corporate Governance Directors Overboarding

Corporate Governance Considerations in Light of the Yates Memo

Last fall, United States Deputy Attorney General Sally Yates released a memorandum titled “Individual Accountability for Corporate Wrongdoing.” The “Yates Memo” is the latest installment in a series of prosecution guidelines...more

1/20/2016 - Corporate Governance Corporate Officers DOJ Personal Liability Yates Memorandum

Insider Trading – An Update on Newman and Tippee Liability

You may recall that back in December 2014, the Second Circuit Court of Appeals, in United States v. Newman, et al., significantly limited the circumstances under which tippees of inside information may be held liable for...more

1/7/2016 - DOJ Insider Trading Personal Benefit Petition for Writ of Certiorari Precedential Opinion Tippees

PCAOB’s New Audit Disclosure Rule

Earlier this month the PCAOB adopted rules requiring audit firms to disclose the names of each audit partner and certain information regarding other audit firms participating in each audit. The new rules are subject to SEC...more

12/30/2015 - Audit Committee Audits Disclosure Requirements Filing Requirements New Regulations PCAOB SEC

Earnings Release Pitfalls and Reminders

It’s the time of year when calendar-year-end public companies gear up to release their annual earnings. Therefore, as you dust off last year’s earnings release, it may be helpful to consider some pitfalls experienced by even...more

12/18/2015 - Disclosure Requirements Financial Reporting GAAP Publicly-Traded Companies

Political Spending Disclosure Goes Mainstream

Political spending disclosure has had an irregular history, waxing and waning over the last decade according to a seminal Supreme Court decision, fluctuating SEC rulemaking and activist shareholder agendas and evolving views...more

12/1/2015 - Citizens United v Federal Election Commission Disclosure Political Contributions SCOTUS SEC Shareholder Proposals Transparency

New M&A Proxy Statement Unbundling Guidance

After a decade of inattention, the SEC staff has recently sought to clarify the still-murky proxy statement unbundling rule. First came three C&DIs issued back in January 2014 (see this Doug’s Note). Then just weeks ago, the...more

11/24/2015 - Merger Agreements New Guidance Proxy Statements SEC Securities Exchange Act Shareholder Approval

The PCAOB’s Enhanced Auditor Performance Standards–Be Sure You’re Ready

A little over a year ago the PCAOB issued new Auditing Standard No. 18, which enhanced auditor performance standards in three significant areas of a company’s audit: - Company relationships and transactions with related...more

11/18/2015 - Audits Corporate Governance Material Misstatements PCAOB Related Parties

A New Shareholder Proposal Staff Legal Bulletin–Just in Time for Proxy Season

Just in time for calendar year companies to begin receiving shareholder proposals, the SEC staff has released Staff Legal Bulletin No. 14H, which closes the loop on the controversy initiated by a Whole Foods proxy access...more

11/10/2015 - Directly Conflicts Factors No-Action Relief Proxy Access SEC Shareholder Proposals Whole Foods

Cybersecurity at Small and Midsize Businesses

Cyberattacks against the country’s largest companies tend to garner the most press coverage and generate the most cybersecurity anxiety. For example, such high profile companies as eBay, JP Morgan, Home Depot and Target are...more

10/28/2015 - Cyber Attacks Cybersecurity SEC

Prepping for Proxy Season

Every year about this time calendar-year-end companies should begin to prepare for the coming proxy season by looking back on lessons learned this year, considering recent SEC rulemaking and evaluating latest governance...more

10/22/2015 - Clawbacks Corporate Governance Executive Compensation Pay-for-Performance Proxy Access Proxy Season Publicly-Traded Companies Say-on-Pay SEC Shareholder Activism Shareholders Strategic Planning

The Profile of a Whistleblower

The SEC’s ongoing effort to strengthen its whistleblower program and broaden the universe of potential award recipients (see this Doug’s Note) has kept whistleblowing compliance at the forefront of most compliance and legal...more

10/9/2015 - Best Management Practices Employer Liability Issues Information Reports Retaliation SEC Whistleblower Awards Whistleblowers

Addressing Cybersecurity in Board Committee Charters

As boards of directors have become more focused on their fiduciary duties to oversee cybersecurity, new governance practices have begun to develop. For example, many companies have shifted cybersecurity oversight from the...more

9/30/2015 - Audit Committee Board of Directors Corporate Governance Cybersecurity Fiduciary Duty Oversight Committee Risk Management

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