Financial Reporting

News & Analysis as of

Second Circuit Revives Securities Fraud Class Action Against the Manufacturer of the Keurig Coffeemaker

Late last week, the U.S. Court of Appeals for the Second Circuit reversed the dismissal of a shareholder class action against the makers of Keurig coffeemakers and their ubiquitous “K-Cups.” In so doing, the Second Circuit...more

Governance & Securities Law Focus: Asia Edition - July 2015

In this issue: - HKEx Publishes Consultation Conclusions on Weighted Voting Rights - Corporate Governance Reforms in Japan - SEC and NYSE/Nasdaq Developments - Sanctions Round-Up - Noteworthy US...more

SEC Proposes Mandatory Incentive Compensation Clawback Rules

On July 1, 2015, the Securities and Exchange Commission proposed rules, consisting of new Rule 10D-­1 and related rule and form amendments, that would require clawbacks of incentive compensation received by executive officers...more

SEC Proposes Compensation Clawback Rules

Highlights - - As mandated by the Dodd-Frank Act, the Securities and Exchange Commission has proposed rules requiring national securities exchanges to require listed companies to develop, implement and disclose policies...more

Governance & Securities Law Focus: Europe Edition - July 2015

In this issue: - Financial Reporting: Commission Delegated Regulations on Equivalence of Certain Third Country National GAAPs to IFRS - Proxy Advisers: ESMA Consultation on Best Practise Principles for Voting...more

SEC Proposes Rule Requiring Executive Compensation Clawbacks

On July 1, the Securities and Exchange Commission proposed for public comment a new rule and rule amendments to implement provisions of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. In...more

Promise Delivered, Details to Follow...

The Extractive Sector Transparency Measures Act (the Act) was proclaimed in force by the Government of Canada on June 1, 2015. As a result, Canada has joined the ranks of the EU, UK and US in promoting transparency and...more

SEC Issues Concept Release Requesting Input on Potential Audit Committee Disclosure Requirements

At an open meeting held on July 1, 2015, the Securities and Exchange Commission (SEC) issued a concept release seeking input on whether it should adopt rules requiring additional disclosures for audit committees, with a focus...more

ASIC Weighs In On Financial Benchmarks

In it, ASIC provides its view on the importance of benchmarks, identifies which Australian and international benchmarks it considers systemically important, summarises the various different regulatory responses and reforms...more

Proposed US Tax Legislation Aims to Curb Hedge Fund Reinsurance

Senator Ron Wyden (D-OR) has released legislation, the Offshore Reinsurance Tax Fairness Act (ORTFA), which aims to close what he perceives to be a loophole used to exploit an exception to the passive foreign investment...more

Proposed US Tax Legislation Aims to Curb Hedge Fund Reinsurance

Senator Ron Wyden (D-OR) has released legislation, the Offshore Reinsurance Tax Fairness Act (ORTFA), which aims to close what he perceives to be a loophole used to exploit an exception to the passive foreign investment...more

SEC Proposes Rule Regarding Clawback of Erroneously Awarded Incentive-Based Compensation

The SEC has proposed Rule 10D-1 under the Securities Exchange Act of 1934 to implement the clawback provisions contained in Section 954 of the Dodd-Frank Act. Under the proposal, in the event that a public company restates...more

Putting Executive Pay at Risk: SEC Proposes Rules on Mandatory Clawback Policies

On July 1, 2015, the Securities and Exchange Commission proposed rules to require issuers of securities listed on U.S. stock exchanges to adopt and enforce clawback policies applicable to incentive-based compensation received...more

"SEC Proposes Long-Awaited Mandatory Compensation Clawback Rules"

On July 1, 2015, the U.S. Securities and Exchange Commission (SEC) issued long-awaited proposed rules that would implement the incentive-based compensation recovery (clawback) provisions of the Dodd-Frank Wall Street Reform...more

SEC Proposes Rules Relating to Clawbacks of Incentive-Based Compensation

On July 1, 2015, the Securities and Exchange Commission proposed rules that would require stock exchanges to adopt listing standards relating to the clawback of incentive-based compensation for certain executive officers...more

Securities and Exchange Commission Proposes Rules Regarding Claw-Back of Executive Compensation

Some five years after the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“the Act”), the Securities and Exchange Commission (SEC) continues to work through the rule-making process required by the...more

PCAOB Launches Audit Committee “Dialogue”

As part of its audit committee outreach efforts, the Public Company Accounting Oversight Board has established a webpage called "Audit Committee Dialogue" focusing on recurrent areas of concern identified by the PCAOB over...more

Blog: Are Non-GAAP Financial Measures Coming Under Renewed Scrutiny?

In the wake of the Enron scandal and the dot-com bust in 2003, the SEC adopted Reg G and related amendments to Reg S-K to prevent public disclosure of misleading non-GAAP financial measures. Among other things, these rules...more

Proposed New UK Tax Rules for Debt Restructuring

1. Executive Summary - The U.K. corporate tax landscape has been undergoing reform for a number of years. A significant part of the changes involves the ongoing modernization of the U.K.’s complex tax regime for...more

US FATCA – British Virgin Islands BVIFARS Portal deadline extended

The International Tax Authority of the British Virgin Islands has announced the extension of two important BVI Financial Account Reporting System (BVIFARs Portal) deadlines as follows. - (i) The Enrolment Deadline - to...more

Settlement with Large Firm Audit Partner Reaffirms SEC’s Emphasis on Related Party Disclosures

The SEC’s Division of Enforcement has made a concerted effort in recent months to warn auditors and other corporate “gatekeepers” that it intends to scrutinize the adequacy of related party disclosures in financial filings. ...more

SEC Proposes Rules to Require Disclosure Regarding the Relationship Between Executive Pay and Company Financial Performance

On April 29, the Securities and Exchange Commission published proposed rules that would require companies to disclose the relationship between executive compensation and the financial performance of the company, as well as...more

New York AG Takes Proactive Approach to Regulation of Nonprofits

Signaling increased oversight of nonprofit organizations, the New York Attorney General’s Office recently began to scrutinize the management and operation of New York nonprofits in an effort to head off potential crises...more

Proposed Legislation Would Toughen Economic Disclosure Requirements for California Officials

In the wake of various investigative reports and public scandals, California lawmakers have proposed reform legislation aimed at providing greater transparency and accountability in government. Three separate bills are now...more

FCPA Compliance and Ethics Report-Episode 145-SEC Enforcement of the FCPA, Part II [Video]

In this episode which is Part II of my look at SEC enforcement of the FCPA, I consider whether profit disgorgement is available to the SEC in a strict liability enforcement action of violation of internal controls. ...more

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