Whether they call it ESG (environment, social responsibility and governance), CR (corporate responsibility), sustainability or something else, more and more companies are choosing to voluntarily disclose their efforts and...more
Everyone knows that the Sarbanes-Oxley Act prohibits retaliation against whistleblowers. It may be less obvious, however, that merely disclosing a whistleblower’s identity can constitute prohibited retaliation. Nevertheless,...more
It is well documented that companies now use social media for all kinds of communications, including “traditional” SEC disclosures. As the scope of the social media disclosures continues to expand, some companies are starting...more
By now, most companies have begun to transition from The Committee of Sponsoring Organizations of the Treadway Commission (COSO) 1992 Internal Control—Integrated Framework to the updated COSO 2013 framework. In fact, many...more
As mandated by the JOBS Act, the SEC is in the midst of a major reassessment of its disclosure rules and practices. For example, in December 2013, the Division of Corporation Finance released its “Report on Review of...more
Last week the SEC approved new PCAOB rules regarding:
- Company relationships and transactions with related parties,
- “Significant unusual transactions”, and
- Company relationships and transactions with its...more
Of all the items on a company’s annual meeting checklist, the role of the inspector of elections gets perhaps the least attention. Fortunately, this function requires little attention or supervision most of the time....more
A few days ago the New York Times reported a recent study by three professors at the Haas School of Business at the University of California at Berkley that notes increased insider sales just prior to the EDGAR filing of...more
The Coca-Cola Company announced yesterday that its compensation committee has adopted what it calls Equity Stewardship Guidelines for its new 2014 Equity Plan, which was approved by the stockholders at its April annual...more
Two recent awards by the SEC are noteworthy reminders that it continues to vigorously implement its whistleblower bounty program and that companies must be vigilant when dealing with internal complaints....more
Earlier this month, the SEC announced charges against six public companies for contributing to their insiders’ failure to properly file Form 4s or for violating the Item 405 proxy disclosure requirements for late insider...more
Fending off merger-related shareholder lawsuits keeps getting easier. Just a week ago, the Delaware Chancery Court upheld the enforceability of the bylaw of a Delaware corporation headquartered in North Carolina that selected...more
The first wave of Form SD filings has come and gone, leaving us with more insight into supply chains and manufacturing processes than most of us ever wanted, yet much uncertainty about the actual sources of the conflict...more
Much has been written lately about the importance of shareholder engagement. (See this Doug’s Note, for example.) There has even been recent clambering to involve directors directly in shareholder engagement....more
Because it is “committed to industry-leading levels of transparency and engagement,” ISS recently announced its new equity plan data verification portal. The portal is intended to provide companies with an opportunity to...more
A few weeks ago several large institutional investors identified as the Shareholder-Director Exchange (SDX) Working Group sent a letter to the lead directors and corporate secretaries of Russell 1000 companies asking them to...more
So, the CEO and CFO have finished their earnings call prepared remarks and have asked the operator to queue the analysts’ questions. And let’s say that the Q&A portion of the call is usually a robust thirty minutes or so,...more
From time to time, a prominent CEO’s illness makes its way into the news and highlights once again one of disclosure’s trickiest issues. Most recently, Jamie Dimon, Chairman and CEO of JPMorgan Chase, disclosed that he has...more
7/17/2014
/ Apple ,
C-Suite Executives ,
CEOs ,
Corporate Counsel ,
JPMorgan Chase ,
Popular ,
Privacy Concerns ,
Public Disclosure ,
Steve Jobs ,
Transparency ,
Warren Buffett
The SEC has been noticeably quiet about XBRL compliance since those regulations were adopted in 2009. In July, however, the staff softly prodded this public company sore spot (think: conflicts mineral sore) with a letter...more
SEC investigations have become more common in recent years as the still relatively new Chair, Mary Jo White, and others have focused resources and attention on enforcement. It is now well established that there is no...more
Things keep getting tougher for class action plaintiffs. You may recall that the Delaware Supreme Court recently held that fee-shifting provisions in a corporation’s bylaws are facially valid and enforceable against...more
It’s common knowledge that investors, analysts and other stakeholders view certain non-financial information as increasingly important indicators of a company’s long-term value. This information tends to be grouped into three...more
6/20/2014
/ Disclosure ,
Fair Market Value ,
Institutional Investment ,
Investors ,
Proxy Statements ,
Risk Management ,
S&P ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Sustainability ,
Sustainable Business Practices ,
Transparency
Back in January, I wrote that “few things are more important to a company’s success than identifying, hiring and retaining an effective CEO,” and yet many boards of directors pay scant attention to succession planning. (See...more
The Committee of Sponsoring Organizations of the Treadway Commission (COSO) 1992 Internal Control—Integrated Framework has long been recognized as the starting point for designing, implementing and conducting internal...more
Back on March 7th, companies with stock listed on the New York Stock Exchange received the NYSE’s annual memorandum highlighting its most commonly applicable policies and rules. On May 21st, the NYSE sent an updated version...more