Resources

• Privy Council Clarifies When Innocent Third Parties are Liable to Victims of Fraud  

April 27, 2015

• Are the Securities Laws a First Amendment Free Zone

July 16, 2014

• Rare Good News from the DRC

July 16, 2014

• Informal SEC Staff Advice Excludes Chemical Compounds Manufactured from 3TG from Application of Conflict Minerals Rule

July 14, 2014

• Results of 2014 Proxy Season  

July 14, 2014

• The Auditors’ “Little Speech” about Critical Audit Matters  

July 10, 2014

• Does Transparency Cure Conflicts

June 30, 2014

• EY Analysis of First Year of Conflict Minerals Reporting  

June 30, 2014

• Say-on-Pay Failures more Common at Midsize Companies  

June 27, 2014

• Are BODs Doing Appropriate Succession Planning

June 25, 2014

• Corporate Gadflies Lead the Way on Shareholder Proposals in 2014  

June 23, 2014

• Companies Involved in M&A Activity More Likely Targets of Cyberattacks  

June 13, 2014

• SEC Employs New Tools to Detect Earnings Manipulation and Other Illegal Activity  

June 12, 2014

• DealBook Column Addresses Role of Counsel  

June 11, 2014

• PCAOB Adopts New Standard and Amendments Regarding Related-Party and Unusual Transactions  

June 11, 2014

• Proxy Advisory Firm Guidance Expected, Again  

June 6, 2014

• New Revenue Recognition Standard  

June 5, 2014

• NGOs React to Conflict Minerals Reports  

June 4, 2014

• Direct to court for shareholder proposals The Finale  

June 4, 2014

• Petitions for Rehearing En Banc Filed in Conflict Minerals Cases  

May 30, 2014

• WSJ Reports Very Few Know Much About their Conflict Minerals  

May 27, 2014

• No Surprise –D.C. Circuit Rejects Motion for Stay of Conflict Minerals Rules  

May 14, 2014

• NAM Requests Stay From Appeals Court on Conflict Minerals Rule  

May 6, 2014

• SEC Denies Petition for Stay of Entire Conflict Minerals Rule; Stays Only Portion of Rule  

May 2, 2014

• NAM Petitions SEC to Stay Conflict Minerals Rule  

April 30, 2014

• WSJ Reports SEC Preparing to Implement Almost All of Conflict Minerals Rules

April 29, 2014

• SEC Finally Speaks on Conflict Minerals Decision  

April 29, 2014

• Two SEC Commissioners Speak their Minds about Conflict Minerals  

April 28, 2014

• SEC Tells us How to Tweet a Legend  

April 22, 2014

• SEC’s Conflict Minerals Rules Struck Down in Part on First Amendment Grounds  

April 14, 2014

• Announcements from Corp Fin re Procedure Changes  

April 11, 2014

• SEC Posts New Conflict Minerals CDIs  

April 8, 2014

• The Conference Board’s Proposal for Improved Company-Shareholder Relations  

March 31, 2014

• Commissioner Gallagher Takes on Shareholders Proposals by Corporate Gadflies  

March 28, 2014

• Is Victory No. 3 a Nail in the Coffin for Direct-to-Court Strategy for Shareholder Proposals…or Just a Pyrrhic Victory

March 18, 2014

• Recent Activist Victories Tarnish Direct-to-Court Strategy for Excluding Shareholder Proposals  

March 13, 2014

• EU Releases Conflict Minerals Proposal  

March 11, 2014

• SEC’s Top Agenda Items

March 3, 2014

• Will the Courts Become the New Battleground for Exclusion of Shareholder Proposals

March 3, 2014

• Director Disqualification Bylaws  

February 14, 2014

• PCAOB Nixes Mandatory Auditor Rotation  

February 6, 2014

• Corp Fin Financial Reporting Manual Updates Guidance for Critical Accounting Estimate Disclosure for IPOs  

February 6, 2014

• AICPA Issues FAQs Regarding Audits of Conflict Minerals Reports

February 5, 2014

• SEC Staff to Continue to Focus on MD&A in 2014  

February 4, 2014

• New Protocol for Discussions Between Boards and Institutional Shareholders  

February 3, 2014

• For Your Friday Afternoon Amusement…  

January 31, 2014

• WSJ Notes Increased Defensive Activity by Companies as Protection Against Activists  

January 29, 2014

• SEC Charges KPMG with Auditor Independence Violations  

January 27, 2014

• SEC Asking Companies More about Overseas Taxes  

January 27, 2014

• Podcast with Intel’s Director of Corporate Citizenship re Conflict Minerals  

January 23, 2014

• Post-Restatement Rebuilding Actions  

January 23, 2014

• WSJ on Proxy Season Themes  

January 22, 2014

• Big Disparity in Views of Directors and Investors on Executive Pay  

January 16, 2014

• CII Petitions SEC for Universal Proxy  

January 15, 2014

• PCAOB Warning Triggers Tougher Audits and More Focus on Internal Controls  

January 15, 2014

• Judges Reportedly Skeptical of Conflict Minerals Rules in Appeal Hearing Today  

January 7, 2014

• SEC staff reports to Congress on Review of Reg S-K Disclosure Requirements  

December 23, 2013

• Familiar Themes for Audit Deficiencies in 2013

December 19, 2013

• All Pay Measures Have Their Shortcomings…..  

December 19, 2013

• SEC Proposes Regulation A+  

December 18, 2013

• The Old Way of Doing Things is Long Over…  

December 12, 2013

• Clubby Ties Bind Audit Committee Members and Executives  

December 12, 2013

• Clubby Ties Bind Audit Committee Members and Executives  

December 12, 2013

• SEC Declares Immediately Effective Nasdaq proposal to Amend its Compensation Committee Composition Rules  

December 11, 2013

• WSJ Observes that Companies and Activists Frequently Declare Truces in the Boardroom

December 11, 2013

• SEC Focusing on Segment Reporting  

December 10, 2013

• SEC Task Force Scrutinizing Use of Non-GAAP Measures  

December 10, 2013

• Nasdaq Proposes Amendments to its Compensation Committee Composition Rules  

December 9, 2013

• More on Enhanced Audit Committee Reporting  

December 3, 2013

• No Political Spending Disclosure on SEC Agenda  

December 2, 2013

• Regulatory Pressure Leads to Increasing Audit Fees  

November 22, 2013

• More Audit Committee Transparency Encouraged  

November 21, 2013

• ISS Takes on Bylaw Provision Designed to Deter Dissident Director Candidates  

November 21, 2013

• All Independent, All the Time

November 20, 2013

• Is the SEC Urging a Faster Transition to the New COSO Internal Control Framework

November 20, 2013

• All independent, all the time

November 20, 2013

• WSJ Article on Executive Stock Sales Following Guidance  

November 19, 2013

• New Yorker Article on Mary Jo White  

November 11, 2013

• SEC Staff Doesn’t Like “Likes”  

November 7, 2013

• Harmony Reigns as SEC Proposes Crowdfunding Rules  

October 23, 2013

• Expanded role for SEC in Monitoring Violations of Iran Sanctions

October 22, 2013

• Delaware Upholds Forum Selection Bylaws — Plaintiffs Voluntarily Dismiss Appeal  

October 18, 2013

• SEC to Propose New JOBS Act Crowdfunding Rules  

October 18, 2013

• SEC Shutdown Averted

October 16, 2013

• Mary Jo White Again Raises Issue of Disclosure Overload

October 16, 2013

• Should Executive Comp Really be Tied to Stock Price

October 15, 2013

• SEC Notice Re Acceleration in Event of Prolonged Shutdown  

October 7, 2013

• Chair White speech on Independence of SEC  

October 4, 2013

• Group Cites Improvement in Political Spending Disclosure

October 3, 2013

• More on the Trend Toward Institutional Investors Becoming More Activist  

October 3, 2013

• Cybersecurity Risk Disclosures  

October 3, 2013

• Impact of the Government Shutdown on the SEC  

October 1, 2013

• In the Event of a Government Shutdown….  

September 27, 2013

• SEC Pay-Ratio Proposal  

September 18, 2013

• SEC Proposes Pay-Ratio Rules  

September 18, 2013

• Appeal Filed on Conflict Minerals Decision  

September 16, 2013

• Conflict Minerals Rulemaking Petition

September 13, 2013

• Coalition of Activists Describe their “Expectations” for Conflict Minerals Disclosure on Form SD  

September 12, 2013

• Problems with Inspections at Overseas Factories: is More Risk Disclosure Warranted

September 12, 2013

• Interesting Article on Deliberations re Bringing Charges Against Lehman

September 9, 2013

• More on the Pernicious Effect of “Maximizing Shareholder Value”  

September 7, 2013

• CFSI White Paper on Conflict Minerals Practical Guidance  

September 5, 2013

• It’s Back to the Drawing Board for the SEC on Resource Extraction Disclosure Rules  

September 3, 2013

• SEC Fee Rates for 2014  

August 30, 2013

• Washington Post Article on the Shift to Maximizing Shareholder Value  

August 30, 2013

• Is the Internal Equity Disclosure Provision Just “Cheap Regulation”

August 29, 2013

• PCAOB May Soon Require that Engagement Partners be Named in Audit Report  

August 28, 2013

• Today, Conflict Minerals; Tomorrow, Conflict Wood and Conflict Water

August 27, 2013

• The End of Stock Options

August 27, 2013

• The New Alliance Between Institutional Shareholders and Activist Investors  

August 21, 2013

• Debate Begins on New PCAOB Proposal  

August 19, 2013

• Business Groups Take Steps to Appeal Conflict Minerals Decision  

August 14, 2013

• PCAOB Proposes new Standard to Enhance Audit Report  

August 13, 2013

• GAO Report on Conflict Minerals  

August 12, 2013

• Bloomberg Editorial Advocates Expansion of the Dodd-Frank Conflict Minerals Provision  

August 8, 2013

• SASB Issues Sustainability Disclosure Standards for the Health Care Sector  

August 5, 2013

• SEC Wins Motion for Summary Judgment on Conflict Minerals Rules  

July 24, 2013

• SEC Conflict Minerals Rules Survive Challenge — It’s Time to Get Serious About Compliance

July 24, 2013

• Is an Internal Pay Equity Disclosure Proposal On the Way

July 18, 2013

• NYSE Amends Shareholder Vote Requirement  

July 18, 2013

• S&P Loses the First Round Against the DOJ  

July 17, 2013

• New Changes to Delaware Law  

July 16, 2013

• Survey by PwC Shows not Much Progress on Conflict Minerals  

July 11, 2013

• SEC adopts changes to Reg D  

July 10, 2013

• Reg D Rules Posted  

July 10, 2013

• Is the JOBS Act a Bust

July 9, 2013

• Behind the Scenes Look at the Internal Pay Equity Disclosure Rule  

July 8, 2013

• Behind the Scenes Look at the Internal Pay Equity Disclosure Rule  

July 8, 2013

• WSJ Article Regarding Ruling on Forum Selection Bylaws  

July 8, 2013

• DGCL 251(h)  

July 5, 2013

• Oral Argument in Case Challenging Conflict Minerals Rules Offers Mixed Signals  

July 2, 2013

• Judge Tosses SEC’s Resource Extraction Rule  

July 2, 2013

• More on SEC Decision to Require Some Defendants to Admit Misconduct  

June 21, 2013

• House Bill Proposes Repeal of Dodd-Frank Internal Pay Equity Disclosure  

June 20, 2013

• SEC to Limit Ability to Settle Without Admission of Wrongdoing in Some Cases  

June 18, 2013

• Does Compliance with Proxy Advisors’ Recommendations Decrease Shareholder Value

June 18, 2013

• Follow-Up Question to SEC’s Guidance Regarding Conflict Minerals  

June 10, 2013

• Groupon Litigation Follow-Up

June 7, 2013

• Exchanges Urged to Require One-Share, One Vote  

June 7, 2013

• SEC Finally Issues Some Guidance on Conflict Minerals  

May 31, 2013

• New CDIs Regarding Payments by Resource Extraction Issuers  

May 31, 2013

• Another Court Case Regarding a Shareholder Proposal  

May 30, 2013

• Delaware to Allow B-Corps

May 30, 2013

• New SEC Software Identifies Potential Fraud  

May 28, 2013

• New Nominees for the SEC  

May 24, 2013

• There’s More: WSJ Says ISS Influence Wanes  

May 23, 2013

• SEC Censures ISS

May 23, 2013

• One More New CDI  

May 20, 2013

• COSO Issues Updated Internal Control Framework  

May 20, 2013

• Nasdaq Withdraws Proposal for Full Employment for Auditors, but Stay Tuned  

May 17, 2013

• SEC Posts New CDIs  

May 16, 2013

• DealBook Columns Discussing Incentive Pay to Directors and Proposed Preclusive Bylaw  

May 13, 2013

• No Rush to Use Social Media Yet  

May 9, 2013

• PCAOB Reproposes Auditing Standard Regarding Related-Party Transactions and Related Amendments  

May 7, 2013

• Episode 6  

May 7, 2013

• Disclosure of Corporate Political Spending Hits the Airwaves  

May 7, 2013

• White Reported to Favor Lifting Ban on General Solicitation  

May 6, 2013

• WSJ Reports on Conflict Minerals smuggled with False Certificates of Origin  

May 3, 2013

• Delay in Case Challenging Conflict Minerals Rules

May 3, 2013

• An “Exotic Permutation” in the Use of 10b5-1 Plans  

May 3, 2013

• Are New Rules on Disclosure of Political Spending Imminent

April 25, 2013

• Common Sense Comes to SOX 402

April 19, 2013

• More Cybersecurity Disclosure Urged  

April 18, 2013

• A Slow Start to Conflict Minerals Compliance  

April 18, 2013

• Towers Watson Survey Finds “Pay-for-Performance Praised but not Honored”  

April 15, 2013

• One Large Company’s Approach to Conflict Minerals

April 15, 2013

• SEC Embraces Modernity — Sort Of  

April 2, 2013

• Audit Committee Reports in Proxy Statements  

March 13, 2013

• Nasdaq Proposes Full Employment for Auditors  

March 8, 2013

• Cyberattacks  

March 5, 2013

• Could the U.S. Be Next to Adopt Binding Say On Pay

March 5, 2013

• USSCT Decides Amgen Case Re Class Certification  

February 27, 2013

• Is Shareholder Democracy Just a Good Sound Bite

February 27, 2013

• Corporate Political Spending Disclosure  

February 26, 2013

• SEC Posts “Accessing the U.S. Capital Markets — A Brief Overview for Foreign Private Issuers”

February 20, 2013

• Auditors Under Scrutiny Get More Serious About Internal Controls  

February 12, 2013

• Fear of Litigation Hovers Over Proxy Season  

February 5, 2013

• XBRL: A Colossal Waste of Time (and Money)

January 29, 2013

• SEC Approves SRO Listing Standard Changes Related to Compensation Committee Independence and Consultants and Advisers  

January 16, 2013

• SEC Approves NYSE Rule Amendment Regarding Methods for Providing Notice  

January 14, 2013

• Article Re Liability Related to Unclaimed Property  

January 8, 2013

• Rule-making Petition Regarding 10b5-1 Plans  

January 3, 2013

• SEC Approves PCAOB Auditing Standard No. 16, Communications with Audit Committees  

December 21, 2012

• New Disclosure re Prohibited Transactions with Iran

December 20, 2012

• Nasdaq Amends Proposal Regarding Compensation Committee Independence and Consultants  

December 17, 2012

• PCAOB Reports Problems with Internal Control Audits  

December 10, 2012

• Update: Nasdaq Proposes to Require Companies to Amplify Disclosure re Listing Deficiencies  

December 6, 2012

• The SEC Cracks Down on Social Media Disclosures  

December 6, 2012

• New CDIs Regarding the Iran Threat Reduction and Syria Human Rights Act of 2012  

December 5, 2012

• SEC Action Delayed re Nasdaq and NYSE Listing Standards for Compensation Committees and Advisors  

November 29, 2012

• Court Orders Expedited Schedule for Conflict Minerals Challenge  

November 29, 2012

• Articles re the Change in Leadership at the SEC  

November 29, 2012

• Is the Level of Profitable Trading by Insiders Under 10b5-1 Plans Just Serendipity

November 28, 2012

• Schapiro to Step Down as Head of SEC  

November 26, 2012

• Business Groups Challenging Conflict Minerals Rules Provide Some Insight on Potential Arguments and Timing  

November 21, 2012