For many years, Regulation FD has dominated the analysis of how and when a company should disclose material information. As a result, complying with the stock exchanges’ timely alert rules can get lost in the shuffle....more
Improving the proxy process remains front and center at the SEC and continues to garner media headlines. A recent high-profile example was this past proxy season’s focus on proxy access shareholder proposals, including the...more
The Delaware Court of Chancery recently held in Calma v. Templeton that the decision by the Citrix Systems, Inc. board of directors to grant equity compensation to its non-employee directors was subject to the entire fairness...more
Last October, with relatively little fanfare, new PCAOB Auditing Standard No. 18 expanded Audit Committee oversight responsibilities. (See this Doug’s Note.) AS 18, which became effective for fiscal years beginning on or...more
The U.S. Supreme Court’s recent decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund resolved a clear split in the federal courts of appeal regarding when statements of opinion may give...more
The Cybersecurity Unit of the U.S. Department of Justice released in April its “Best Practices for Victim Response and Reporting of Cyber Incidents,” which it says reflects “lessons learned by federal prosecutors while...more
The SEC last week finally proposed rules mandated by Dodd-Frank providing for disclosure of the relationship between compensation actually paid to executives and company financial performance. While it is important to...more
There is no longer any doubt that the SEC is serious about implementing its whistleblower program. According its most recent award announcement, the program has now paid more than $50 million to whistleblowers since its 2011...more
With each passing year, cybercrime moves further into the mainstream of public company existence. What until recently was mostly an annoying, abstract concern for a handful of companies is now a daily menace that impacts...more
Earlier this week, the SEC announced in a first-of-its-kind enforcement action that certain KBR, Inc. confidentiality agreements violated the whistleblower protections of the Dodd-Frank Act....more
Last year, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which outlines a single comprehensive model for accounting for revenue arising from customer contracts. When it becomes effective (for fiscal...more
Proxy access has suddenly leap-frogged to the top of seemingly everyone’s corporate governance list after various setbacks over the past few years. In fact, a March 17th Wall Street Journal article quoted Anne Simpson, head...more
It’s always refreshing, and a bit entertaining, to read Warren Buffett’s annual letter to Berkshire Hathaway’s shareholders. His willingness to talk candidly about his and the company’s performance over the past year—both...more
Much has been written about the dramatic increase in shareholder engagement from both sides of the relationship. For example, financial and governance roadshows have become mainstream not only among large-cap companies, but...more
How many days does it take for material nonpublic information in a press release or an SEC filing to be deemed fully disseminated to, and digested by, the marketplace? The answer can affect, for example, the duration of a...more
It has been interesting to watch the evolution of governance roadshows from relative obscurity only a few years ago to standard practice, at least among large-cap public companies. The catalyst was the early-2011 adoption of...more
The SEC recently proposed rules to implement Dodd-Frank-mandated disclosure regarding permitted hedging by officers and directors. If you have been following the post-Dodd-Frank rulemaking saga, you know that this is one of...more
In late January, the SEC’s Division of Corporation Finance issued a no-action letter that significantly expedites non-investment grade debt security tender and exchange offers and eases certain other restrictions. With so...more
A recent study by an independent research institute suggests that the increase in companies’ efforts to prepare for data breaches may not be keeping up with the increased risk. A September 2014 report by Ponemon Institute LLC...more
Here is something to watch out for. Earlier this month, the U.S Court of Appeals for the Seventh Circuit held that naming an EEOC claimant in the legal proceedings section of a company’s periodic reports may constitute...more
Much is being made of the January 16th statement by SEC Chair Mary Jo White regarding a company’s ability to exclude a shareholder proposal from its proxy statement based on Rule 14a-8(i)(9), which allows exclusion when a...more
An interesting Delaware Supreme Court decision just before the holidays may have escaped many people’s attention. In United Technologies Corp. v. Treppel, the Court concluded in the context of stockholder inspection rights...more
Boards of directors are now thoroughly immersed in enterprise risk management, so much so that separate risk oversight board committees are fast becoming common practice. (See this Doug’s Note.) Boards and management...more
Much has already been written about the Second Circuit Court of Appeals’ December 10th insider trading decision: in United States v. Newman, et al., the Court significantly trimmed back the circumstances in which tippees of...more
It is not often that I get to (or even want to) write about the tax disclosures contained in the notes to financial statements. However, this recent CFO article highlighted a recent study by professors at Ohio State...more