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Blog: Does Inclusion Of Executive Compensation Metrics Related To Corporate Social Responsibility Lead To Long-Term Value...

In this recent academic study, Social Responsibility Criteria in Executive Compensation: Effectiveness and Implications for Firm Outcomes, the authors examined the impact of the integration of elements of corporate social...more

Blog: Are graphics really good?

Is it just me? Am I the only one that finds having to decipher a load of graphics in a proxy statement to be somewhat daunting on occasion? Inclusion of graphics in lieu of copious text has been almost de rigueur in proxy...more

1/9/2018  /  Proxy Season , Proxy Statements

Blog: A Christmas Gift From The SEC Staff: Guidance On Disclosure Of The Accounting Effect Of The Tax Cuts And Jobs Act

On December 22, 2017, the staffs of the Office of Chief Accountant and Corp Fin issued guidance regarding disclosure of the accounting impact of the Tax Cuts and Jobs Act, just signed into law on December 22. As discussed in...more

SEC Nominees Off “Hold” And Awaiting Senate Confirmation

As has been widely reported, there are currently two nominees to fill the two empty slots at the SEC—from the Democratic side, Robert Jackson, a professor at Columbia Law School, and from the Republican side, Hester Peirce, a...more

Blog: Assessing Impact Of Major Tax Law Change, If Enacted, On Financial Statements On A Timely Basis Would Present Huge Challenge

The potential passage of the new tax bill is giving some finance departments conniptions, according to Bloomberg BNA, and they’re hoping that the SEC will address the problem. The SEC? Yes. While companies are happy to see...more

Blog: What’s on the Agenda—the SEC’s Regulatory Flexibility Agenda, that is?

SEC Chair Jay Clayton has repeatedly made a point of his intent to take the Regulatory Flexibility Act Agenda ”seriously,” streamlining it to show what the SEC actually expected to take up in the subsequent period. The agenda...more

Blog: NACD Public Company Governance Survey Examines Key Trends And Board Priorities

The National Association of Corporate Directors has released the results of its 2017-2018 Public Company Governance Survey of over a thousand direc­tors and executives. The survey looked at directors’ outlook for 2018 on key...more

Blog: SEC Chair Clayton Issues Statement On Cryptocurrencies And ICOs: Are All ICOs Securities Offerings?

To SEC Chair Jay Clayton, so far, it sure appears that way. Yesterday, Clayton issued a statement on cryptocurrencies and initial coin offerings, which warns that, of the ICOs that Clayton has seen promoted so far, “[b]y and...more

Blog: Cybersecurity Risk Disclosure Remains At Relatively Low Levels, But For How Long?

Even though, in the wake of recent events, cybersecurity is a very hot topic, only 38% of U.S. public companies cite cybersecurity as a risk factor in their annual and quarterly SEC filings, according to a recent study from...more

Blog: NYSE Proposes Changes Regarding Delivery To NYSE Of Proxy Materials; SEC Approves NYSE Restriction On Timing Of Issuance Of...

Two changes—one proposed, one approved—in the NYSE Manual: first, the NYSE is proposing to modify its requirements with respect to delivery to the NYSE of hard copies of proxy materials. Second, the SEC has approved the...more

12/8/2017  /  EDGAR , NYSE , Proxy Materials , SEC

Blog: Boilerplate Cams In Auditor’s Reports? That Would Be A Bummer, Man

In what were surely unprepared remarks to the American Institute of CPAs conference on SEC and PCAOB developments, as reported by Bloomberg BNA, SEC Chair Jay “the Dude” Clayton commented on the impact he expects the new form...more

12/7/2017  /  Audit Reports , Auditors , Audits , PCAOB , SEC

Blog: New Guidance From Corp Fin Related To Adoption Of New Accounting Standards

Corp Fin recently revised some of the guidance in its Financial Reporting Manual related to adoption of new accounting standards. One revision relates to the adoption of a new accounting standard in the context of a...more

Blog: SCOTUS hears oral argument in Somers v. Digital Realty Trust: Dodd-Frank whistleblower statute “says what it says”

Yesterday, in addition to hearing oral argument regarding state court jurisdiction over ’33 Act class actions (see this PubCo post), SCOTUS also heard oral argument in a second case, Somers v. Digital Realty Trust. This case...more

Blog: Can SCOTUS Make Sense Out Of “Gibberish”? SCOTUS Hears Oral Argument In Case Addressing State Court Jurisdiction Over ’33...

Yesterday, SCOTUS heard oral argument in Cyan Inc. v. Beaver County Employees Retirement Fund, which addressed whether state courts have jurisdiction over cases brought solely under the Securities Act of 1933.  Here is the...more

Blog: Do Performance Metrics Based On rTSR Transform An Equity Award Into A Lottery Ticket?

According to a 2017 report from Equilar, an executive compensation data firm, “relative total shareholder return” continues to be the most common performance measure used in long-term incentive plans for CEOs among S&P 500...more

Blog: 2017 Audit Committee Transparency Barometer from the Center for Audit Quality shows continued increase in enhanced...

Earlier this month, the Center for Audit Quality together with Audit Analytics posted their annual Audit Committee Transparency Barometer, which measured the quality of proxy disclosures regarding audit committees among...more

Blog: Biotech Files Rulemaking Petition For Pilot Program Mandating Public Disclosure Of Short-Sale Positions

A rulemaking petition has been submitted to the SEC by a biopharmaceutical company that is “developing and marketing regenerative and therapeutic biologics.” The petition requests that the SEC promulgate rules to establish a...more

Blog: Corp Fin Senior Special Counsel discusses new SLB on shareholder proposals

On a webcast today, “Shareholder Proposals: Corp Fin Speaks,” presented by TheCorporateCounsel.net, Matt McNair, Senior Special Counsel in Corp Fin’s Office of Chief Counsel, provided some “soft” guidance regarding the...more

Blog: Highlights of the 2017 PLI Securities Regulation Institute

Summarized below are some of the highlights of the 2017 PLI Securities Regulation Institute panel discussions with the SEC staff (Michele Anderson, Wesley Bricker, Karen Garnett, William Hinman, Mark Kronforst, Shelley...more

Blog: Corp Fin Posts New CDI Regarding Safeguards For Electronic Delivery Of Information Under Rule 701

Yesterday, Corp Fin posted a new CDI 271.25 regarding permissible safeguards for protection of Rule 701(e) disclosures that are furnished electronically. You may recall that Rule 701—which provides an exemption from...more

11/7/2017  /  CDIs , Corp Fin , Rule 701 , SEC

Blog: The end of Section 162(m)?

In case you missed it, according to this article in Bloomberg BNA, the new tax proposal would eliminate tax benefits under IRC Section 162(m), which allows companies to deduct executive compensation over $1 million (in...more

Blog: ’Tis the season: Corp Fin issues new SLB regarding shareholder proposals

Just in time for the beginning of proxy and shareholder proposal season, Corp Fin has posted Staff Legal Bulletin No. 14I, Shareholder Proposals. ...more

Blog: NASDAQ—Oops, I Mean Nasdaq—Acknowledges Reality

Last week, Nasdaq filed with the SEC a proposed rule change that finally recognized the reality that compliance with the “all-caps” presentation of “NASDAQ,” as in “The NASDAQ Stock Market LLC,” has been inconsistent at best...more

11/2/2017  /  Nasdaq , SEC

Blog: NACD report on “Culture as a Corporate Asset” couldn’t be more timely

Recently, corporate cultures—or, more particularly, serious lapses in same—have emerged as flashpoints at many businesses and even entire industries, often with significant negative press coverage and severe economic...more

Blog: PwC’s 2017 Annual Corporate Directors Survey shows directors “clearly out of step” with institutional investors on social...

In its Annual Corporate Directors Survey for 2017, PwC surveyed 886 directors of public companies and concluded that there is a “real divide” between directors and institutional investors (which own 70% of U.S. public...more

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