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ISS Policy Application Survey Highlights Director Pay and Gender Pay Gap

This year ISS conducted two surveys. One was a high-level survey covering a small number of fundamental and high-profile topics. We reported the results here. ISS has now announced the results of a second, more expansive...more

NASDAQ Company Discusses Plan for Initial Coin Offering

Social Reality, Inc. (NASDAQ:SRAX) discussed its plans for an initial coin offering with analysts on October 17, 2017. Its stock closed up 70% on the news....more

New SEC C&DIs on Non-GAAP Financial Measures for Business Combinations

The SEC staff has issued two new Compliance and Disclosure Interpretations, or CD&Is, on non-GAAP financial measures in the context of business combinations....more

SEC Issues Proposed Rules to Modernize and Simplify Regulation S-K

The SEC has proposed amendments to Regulation S-K and related rules and forms. The proposed amendments are based on SEC staff recommendations in a report that was required by Section 72003 of the Fixing America’s Surface...more

SEC Fines Director $25,000 for Two Missed Section 16 Filings

In a settled enforcement action, the SEC assessed a civil money penalty against a director of Medient Studios, Inc. for two missed Section 16 filings. But there was really only one transaction that was missed. One was a...more

PCAOB Issues Alert on New Revenue Recognition Standard

The PCAOB has issued an alert to discuss certain significant matters relating to the application of PCAOB standards relevant to auditing the implementation of the new accounting standard for revenue from contracts with...more

SEC Issues Proposed Rules to Modernize and Simplify Regulation S-K

The SEC has proposed amendments to Regulation S-K and related rules and forms. The proposed amendments are based on SEC staff recommendations in a report that was required by Section 72003 of the Fixing America’s Surface...more

Alleged Illegal Strategy Disclosed in 10-K Excuses Demand in Suit against Directors

The Delaware Court of Chancery decision in Kandell v. Niv is based on highly unusual facts but aids in the understanding of some basic elements of the fiduciary duties of directors under Delaware law. In that case FXCM,...more

SEC Busts Fraudulent Initial Coin Offerings

The SEC charged a businessman and two companies with defrauding investors in a pair of so-called initial coin offerings, or ICOs, purportedly backed by investments in real estate and diamonds....more

Public M&A Deal Addresses New Revenue Recognition Standard

A recent public company acquisition transaction addresses FASB’s new revenue recognition standard. In the transaction, Envestnet (NYSE: ENV), a provider of systems for wealth management and financial wellness, announced that...more

SEC Eases Pay Ratio Rule

Two pieces of guidance emerged from the Securities and Exchange Commission on September 21, 2017, with respect to the pay ratio rule. The guidance was issued by the Commission and the Commission's Division of Corporation...more

ISS Announces Results of 2018 Benchmark Voting Policy Survey

ISS released the results of its annual global benchmark voting policy survey. ISS received 602 total responses to this year’s survey, of which 129 were from institutional investors and their organizations, representing an...more

SEC Comments Begin for Early Adopters of Revenue Recognition

Some people don’t believe in blazing trails and adopting public reporting standards before you have to. They think you’re sticking your neck out, and will become a Guinea pig for SEC comments or fodder for plaintiff’s lawyers...more

SEC Charges Platinum Equity for Misallocation of Broken Deal Expenses

The SEC announced a settled action against Beverly Hills-based investment adviser, Platinum Equity Advisors, LLC, for charging three of its private equity fund clients with about $1.8 million more than it should have in...more

SEC Issues Guidance on Pay Ratio Rule

Two pieces of guidance emerged from the SEC on September 21, 2017, with respect to the pay ratio rule. First, the Commission issued interpretive guidance on the rule. Second, the Division of Corporation Finance also issued...more

CFTC Files Its First Anti-Fraud Enforcement Action Involving Bitcoin

The CFTC filed a federal civil enforcement action in the U.S. District Court for the Southern District of New York against Defendants Nicholas Gelfman, of Brooklyn, New York, and Gelfman Blueprint, Inc. (GBI), a New York...more

SEC Chair Clayton’s Statement on Cybersecurity: EDGAR was Hacked

SEC Chairman Jay Clayton today issued an unusual statement highlighting the importance of cybersecurity to the agency and market participants, and detailing the agency’s approach to cybersecurity as an organization and as a...more

What Effect Will the New Revenue Recognition Standard Have on M&A?

The Financial Accounting Standards Board's new revenue recognition standard is expected to have wide-ranging effects on M&A transactions. The new revenue recognition standard under GAAP will be applicable to public companies...more

IG Evaluates SEC’s Disclosure Review and Comment Process

The Office of the Inspector General has issued an evaluation of the Division of Corporation Finance’s disclosure review and comment process. The report begins with a description of the Division’s comment process. Perhaps the...more

Effect of the New Revenue Recognition Standard on M&A

FASB’s new revenue recognition standard is expected to have wide ranging effects on M&A transactions. The new revenue recognition standard under GAAP (Accounting Standards Update 2014-09; Topic 606) will be applicable to...more

SEC Identifies Most Frequent Compliance Issues Associated with Advertising by Investment Advisers

The SEC’s Office of Compliance Inspections and Examinations has provided a list of compliance issues relating to Rule 206(4)-1, which is referred to as the Advertising Rule, under the Investment Advisers Act of 1940. In...more

MSRB Warns Municipalities, Underwriters and Municipal Advisors about Selective Disclosure

Regulation FD prohibits public companies from disclosing material nonpublic information to designated classes of persons such as securities professionals and holders of the issuer’s securities without, in most cases,...more

SEC Chief Accountant Speaks to Financial Statement Requirements for Initial Coin Offerings

SEC Chief Accountant Wesley R. Bricker recently gave remarks at the AICPA National Conference on Banks & Savings Institutions. Mr. Bricker spoke to the adoption of FASB’s new credit loss standard and related implementation...more

New York City Comptroller Launches Campaign for Corporate Board Diversity, Independence, and Climate Expertise

New York City Comptroller Scott M. Stringer and the New York City Pension Funds launched the “Boardroom Accountability Project 2.0.” The campaign seeks to make corporate boards more diverse, independent, and...more

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