Month: May 2017

ExxonMobil shareholders approve climate change proposal — are shareholder proposals on climate change becoming a thing?

by Cydney Posner Are we witnessing the beginning of a new trend?  The history of shareholder proposals to enhance disclosure regarding climate change has been a dismal one. But suddenly, this proxy season, we have climate change proposals succeeding at two — and, as of today, three — major companies. […]

Does it pay to challenge the SEC over non-GAAP financial measures?

by Cydney Posner As discussed in this article, the WSJ engaged Audit Analytics to perform an analysis of SEC comment letters and company responses regarding the use of non-GAAP financial measures. What did they find?  Companies are winning the argument more often than you might think.

Are lone-insider independent boards too much of a good thing?

by Cydney Posner At more than half of the companies in the S&P 1500, the CEO is the lone board insider, according to this study and the related article in the WSJ.  Isn’t that a good thing? Maybe not, say the authors, whose study showed that lone-insider boards can lead to lower profits, excessive […]

Considerations regarding the defensive health of newly public companies

As discussed in this December 2016 Cooley Alert, this proxy season, the policies of ISS and Glass Lewis provide that they will recommend voting against the re-election of directors of “newly public” companies that, prior to or in connection with their IPOs, adopted bylaw or charter provisions that these proxy advisory […]

New revenue recognition standard—are companies overlooking the disclosures?

by Cydney Posner The warnings are everywhere—it’s time to get serious about revenue recognition. The new standard is expected to result in significant changes to measuring, recognizing and reporting of revenue—regarded as the key line item in the financials for most companies. While the impact of the new standard will […]

New revenue recognition standard— don’t ignore the impact on compensation

by Cydney Posner At the recent Bloomberg BNA Conference on Revenue Recognition,  a Deloitte partner observed that, to the extent that, in awarding compensation, companies use metrics that are keyed to revenue, the new revenue recognition standard could affect compensation or bonus plans because the ways of measuring and the […]

Are “other key operating metrics” the new non-GAAP financial measures?

by Cydney Posner As reported by BNA, the top accounting staff at the SEC are quite satisfied with companies’ responses to the SEC’s assault on abuses of non-GAAP financial measures. The staff’s concern was that companies’ reporting was often inappropriately painting, through the use of non-GAAP measures, healthier-than-justified pictures of […]