Compliance into the Weeds - SOX Compliance, PCAOB Inspections and Audits
Compliance into the Weeds-Episode 57-SOX Reform or Not?
Compliance into the Weeds-Episode 51, the PCAOB and Compliance
Compliance into the Weeds-Espiode 47
Everything Compliance-Episode 12
Day 5 of One Month to Better Investigations and Reporting-the Board’s Investigation Protocol
Compliance into the Weeds-Episode 30-SOX 404(b)
FCPA Compliance and Ethics Report-Episode 145-SEC Enforcement of the FCPA, Part II
On October 26, 2022, the U.S. Securities and Exchange Commission (“SEC”) adopted regulations (the “final rules”) implementing Section 10D of the Securities Exchange Act of 1934 (“Exchange Act”), which was added by the...more
On February 5, 2020, Judge Matthew F. Kennelly of the United States District Court for the Northern District of Illinois sustained some but not all claims in a putative class action asserting violations of Sections 10(b) and...more
The following update highlights recent corporate governance hot topics and trends for directors of public companies. Board Oversight of Mission-Critical Risks - In June 2019, the Delaware Supreme Court allowed a Caremark...more
This is National Small Business Week and, to kick things off, the SEC today held a brief roundtable featuring representatives of small business and investment funds in a discussion of the challenges of raising funding outside...more
In our latest On point. we discuss the nature and purpose of non-GAAP financial measures and the rules governing the use of such financial measures. We also examine recent SEC comment letters and discuss areas of concern...more
Securities and Exchange Commission Chair Clayton addressed attendees at the Nashville 36|86 Entrepreneurship Festival regarding the Commission’s capital formation agenda. ...more
The SEC has voted to amend the definition of the term “smaller reporting company” as used in its rules and regulations. Under the amended definition, which takes effect on September 10, 2018, SRCs are companies that...more
The Securities and Exchange Commission (SEC) recently approved amendments to the definition of “smaller reporting company” (SRC), which will allow more businesses to take advantage of scaled disclosure requirements in their...more
The Securities and Exchange Commission has approved amendments to its "smaller reporting company" (SRC) definition, which, effective on or around September 10, 2018, will expand the number of companies that qualify for...more
On June 28, 2018, the Securities and Exchange Commission adopted amendments to the “smaller reporting company” (SRC) definition to expand the number of companies that qualify for certain existing scaled disclosure...more
During this morning’s open meeting of the Securities and Exchange Commission, which is Commissioner Piwowar’s last open meeting, the Commissioners unanimously voted to adopt amendments to the definition of smaller reporting...more
This Thursday, the Securities and Exchange Commission will hold an open meeting to consider, among other things, proposed amendments to the definition of “smaller reporting company” (SRC), as well as proposed amendments to...more
The U.S. Supreme Court‘s 2017 term begins October 2nd and we will be tracking at least three cases relevant to institutional investors: •Cyan, Inc. v. Beaver County Employees Retirement Fund •Digital Realty Trust v....more
Without holding an open meeting, the SEC has proposed changes to the definition of a “smaller reporting company” that would raise the financial cap from “less than $75 million” in public float to “less than $250 million,”...more
The SEC has proposed amendments that would increase the financial thresholds in the “smaller reporting company” definition. The proposal to update the definition would expand the number of companies that qualify as smaller...more
The Jumpstart Our Business Startup Act of 2012 (the "JOBS Act") was enacted on April 5, 2012 in an effort to make it easier for certain emerging growth companies (EGCs), generally defined as companies with annual gross...more
The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) became federal law on July 21, 2010 to provide safeguards for consumers and increase transparency in the U.S. capital markets in response to public...more
The Securities and Exchange Commission (SEC) recently proposed another long-awaited set of rules to implement the clawback policy required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). ...more
On July 1, 2015, the Securities and Exchange Commission (“SEC”) proposed long-awaited rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) requiring the national securities exchanges to...more
On July 1, 2015, the SEC issued a proposal to implement the last of the compensation-related provisions of the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act that remained untouched on the SEC's plate—Section...more
In a Securities and Exchange Commission (SEC) concept release issued earlier this month, the SEC requested the public’s input on more than 70 questions surrounding the sufficiency of current disclosure requirements on audit...more
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank” or the “Act”) includes a number of measures focused on governance and disclosure practices related to executive compensation. Although...more
At an open meeting held on July 1, 2015, the Securities and Exchange Commission (SEC) issued a concept release seeking input on whether it should adopt rules requiring additional disclosures for audit committees, with a focus...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