In House v. Akorn, Inc. the United States District Court for the Norther District of Illinois Eastern division related to the proposed acquisition of Akorn by Frensenius Kabi AG. The plaintiffs in these cases sued Akorn and...more
6/26/2019
/ Acquisition Agreements ,
Attorney's Fees ,
Corporate Sales Transactions ,
Disclosure Requirements ,
Form 8-K ,
GAAP ,
Materiality ,
Motion To Intervene ,
Proxy Statements ,
Publicly-Traded Companies ,
Purchase Agreement ,
Settlement Agreements ,
Shareholders
In a review of a PCAOB disciplinary proceeding the SEC took the rare step of cancelling the PCAOB’s finding that an audit partner of a Big Four firm engaged in repeated instances of negligent conduct during the audit of a...more
6/3/2019
/ Audits ,
Disclosure Requirements ,
Financial Statements ,
Form 10-K ,
Internal Controls ,
Mortgage REITS ,
Negligence ,
PCAOB ,
Publicly-Traded Companies ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC)
The SEC held an open meeting on May 9th to discuss whether to propose long-awaited modifications to filer definitions applicable to accelerated filers and large accelerated filers....more
The SEC has proposed rule amendments that revise required financial disclosure upon the acquisition and disposition of businesses in M&A transactions....more
SEC Chairman Jay Clayton gave his views on appropriate disclosures related to human capital in opening remarks before a meeting of the SEC Investor Advisory Committee....more
The Fixing America’s Surface Transportation Act, or FAST Act, required the SEC to consider ways to streamline SEC regulations. ...more
William Hinman, Director, SEC Division of Corporation Finance, recently gave his views on sustainability disclosures by public companies, among other topics....more
In a published document, the PCAOB noted its new strategic plan anticipated enhanced external engagement and more proactive communication with its stakeholders, including audit committees, to inform them about its core...more
We have been unable to find extensive SEC comments on last year’s first round of pay ratio disclosures. Searches for comment letter responses referring to for “402(u)” or “pay ratio” do not seem to turn up anything of...more
Set forth below are examples of pay ratio disclosures from recently filed proxies where registrants chose to rely on the median employee identified in the prior year....more
3/11/2019
/ CEOs ,
Compensation & Benefits ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Item 402 ,
Median Employee ,
Pay Ratio ,
Proxy Season ,
Publicly-Traded Companies ,
Regulation S-K ,
Statistical Sampling
In two new Compliance and Disclosure Interpretations (Questions 116.11 and 133.13), the SEC staff provided guidance on disclosure of self-identified specific diversity characteristics of board members and board nominees. ...more
The SEC announced settled charges against four public companies for failing to maintain internal control over financial reporting, or ICFR, for seven to 10 consecutive annual reporting periods. ...more
The International Organization of Securities Commissions, or IOSCO, published a statement setting out the importance for issuers of considering the inclusion of environmental, social and governance, or ESG, matters when...more
The Section 162(m) deduction limit for performance-based compensation was repealed by the Tax Cut and Jobs Act, effective for taxable years beginning after December 31, 2017, subject to transition relief. ...more
1/10/2019
/ Compensation & Benefits ,
Corporate Taxes ,
Costco ,
Disclosure Requirements ,
Employee Benefits ,
Executive Compensation ,
Proxy Statements ,
Publicly-Traded Companies ,
Section 162(m) ,
Tax Cuts and Jobs Act ,
Tax Deductions ,
Tax Reform ,
TD Ameritrade
I have been looking for the first real CAM and so far I haven’t found it. I’ve seen some dancing around the edges, like foreign auditors throwing in boiler plate going concern language under the heading “Critical Audit...more
SEC staff recently issued this Compliance and Disclosure Interpretation:
Question 105.09 -
Question: On August 17, 2018, the SEC adopted amendments to certain disclosure requirements in Securities Act Release No....more
As noted on our Benefits Notes blog, on August 21, 2018, the IRS issued its initial guidance on the amendments to Section 162(m) made by the Tax Cuts and Jobs Act, in the form of Notice 2018-68. The guidance is fairly limited...more
For those who want to start preparing for the 2019 proxy season, our preliminary list of important considerations is set forth below:
Review 162(m) Disclosures in Proxy Statements...
...more
8/23/2018
/ Corporate Governance ,
Corporate Issuers ,
Cybersecurity ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Executive Compensation ,
Form 10-K ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Popular ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Regulatory Oversight ,
Regulatory Requirements ,
Section 162(m) ,
Shareholder Proposals ,
XBRL Filing Requirements
The SEC has adopted amendments to its rules simplify disclosures in filings with the SEC. The amendments eliminate certain...more
For those of you who still have time or can tweak your second quarter 10-Q, we have noticed these recent comments on revenue recognition:
Netflix, Inc.
Please provide us with your analysis regarding payments made to...more
Rule 701 under the Securities Act of 1933 provides an exemption from registration for securities issued by non-reporting companies pursuant to compensatory arrangements. ...more
The SEC has targeted disclosure of executive perquisites in another settled enforcement action. According to the SEC, the issuer did not follow the Commission’s standard regarding disclosure of perquisites, which provides...more
As we noted here, the SEC has issued final rules regarding the mandatory use of Inline XBRL and revising the definition of smaller reporting companies, or SRCs....more
The SEC has long recognized that smaller issuers should be subject to somewhat less stringent disclosure standards than larger companies. The SEC has referred to this as “scaled disclosure” and has embodied the idea in a...more
Many public companies became subject to the new revenue recognition rules when they filed their first quarter Form 10-Qs in 2018. It appears the SEC may not have wasted any time in beginning to issue comments....more