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
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
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
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
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
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
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
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
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
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
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
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
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 ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholders ,
Strategic Planning
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
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
Kickstarter, the well-known crowdfunding website, recently made news by announcing that it has become a Delaware “public benefit corporation” under that state’s new (2013) PBC statute. For example, a New York Times headline...more
The New York Stock Exchange has amended Section 202.06 of the NYSE Listed Company Manual to:
- expand the pre-market hours during which NYSE-listed companies must provide prior notice of material news,
- expand the...more
Creative use of non-GAAP financial measures has become standard practice in public company disclosures. Management, quite correctly in most cases, often believes that the company’s dry GAAP financial statements fail to fully...more
With executive compensation under fire from seemingly all directions these days, it’s nice to get some good news occasionally. In this case, that news comes via the Delaware Chancery Court’s recent decision in Friedman v....more
The Delaware General Assembly recently amended Delaware’s corporate statutes in several respects of interest to public companies.
Boards may delegate stock issuances to non-directors....more
Well, the SEC’s new pay ratio rules are finally out. We’ve all known they were coming for quite some time, dating all the way back to their origin in 2010—Dodd-Frank’s Section 953(b) mandate—followed by the SEC’s proposed...more
Rarely has a capital markets concept been more ambiguous, and potentially more confusing, than crowdfunding. It seems that everyone has his or her own definition, which sometimes varies depending on the circumstances. ...more
8/3/2015
/ Capital Markets ,
Charitable Donations ,
Crowdfunding ,
Enforcement Actions ,
Entrepreneurs ,
Federal Trade Commission (FTC) ,
Financing ,
Kickstarter ,
Popular ,
Regulation D ,
Securities and Exchange Commission (SEC) ,
Startups
For many companies, the period between Independence Day and Labor Day is a good time to absorb the lessons of the spring proxy season and to catch a corporate breath before the stretch run to the end of the year. With that in...more
The SEC recently published a concept release seeking comment on the need for new audit committee disclosures. This follows on the heels of recent PCAOB pronouncements and proposals regarding audit engagement partner...more
Some five years ago, Section 954 of the Dodd-Frank Act instructed the SEC to adopt rules mandating that national securities exchanges require listed companies to implement incentive compensation recovery (or clawback)...more