Results for: RR donnelley
SEC charges RR Donnelley with control failures related to cybersecurity incident
In this June Order, SEC Enforcement brought settled charges against R.R. Donnelley & Sons, a “global provider of business communications services and marketing solutions,” for control failures: more specifically, a failure to maintain adequate disclosure controls and procedures related to cybersecurity incidents and alerts and a failure to devise and maintain adequate internal accounting controls—more specifically, “a system of cybersecurity-related internal accounting controls sufficient to provide reasonable assurances that access to RRD’s assets—its information technology systems and networks, which contained sensitive business and client data—was permitted only with management’s authorization.” RRD agreed to pay over $2.1 million to settle the charges. Interestingly, in a Statement, SEC Commissioners Hester Peirce and Mark Uyeda decried the SEC’s use of “Section 13(b)(2)(B)’s internal accounting controls provision as a Swiss Army Statute to compel issuers to adopt policies and procedures the Commission believes prudent,” not to mention its “decision to stretch the law to punish a company that was the victim of a cyberattack.”
PLI panel offers hot tips on accounting and auditing issues
At the PLI Securities Regulation Institute last week, the accounting and auditing update panel provided some useful insights—especially for non-accountants. The panel covered the new requirements for segment reporting, the intensified focus on controls, PCAOB activities (including NOCLAR) and errors and materiality. Below are some takeaways.
The unintended consequences of say on pay
by Cydney Posner This post from the Columbia Law School CLS Blue Sky blog, “Should Say-on-Pay Votes Be Binding?,” by two executives from the Institute for Governance of Private and Public Organizations in Canada, in exploring the issue raised in the post’s title, looks at the question of the effectiveness and […]
Survey: institutional investors want return of 25-page proxy statements
by Cydney Posner Let’s reconsider: is it really necessary – or even useful – to have a proxy statement for an ordinary annual meeting that exceeds 100 pages in length? Does responsibility for bloated proxy statements lie with legislators and regulators or must we practitioners (and may I include comp […]
Under the new Administration, will Enforcement have a lighter touch?
Reuters is reporting exclusively that, according to its sources, under the new Administration, some Enforcement staff at the SEC “have been told they need to seek permission from the politically appointed leadership before formally launching probes,” marking a “change in procedure that could slow down investigations.” According to Reuters, some Enforcement staff have recently “been told that they will need to seek the Commission’s approval for all formal orders of investigation, which are required to issue subpoenas for testimony or documents.” Previously, Reuters reported, authority to formally launch investigations had been delegated to Enforcement directors or other senior staff, including even supervising attorneys; during the first term of the current Administration, the “SEC required approval by its two enforcement [co-]directors to formally launch probes.” However, the article indicates, Enforcement staff may still conduct informal investigations, including requesting information. The article indicates that Reuters was unable to determine whether these new instructions were the result of a formal SEC vote to “revoke the delegation of that authority, or who ordered the change.” Reuters suggested that “the change does not necessarily mean fewer investigations will be launched, but it means the Commissioners are taking more control over enforcement earlier in the process.” Reuters speculates that the move might reflect an effort to end the “weaponization” of government. Or, perhaps this move might also presage a “lighter touch” by SEC Enforcement under the new Administration?
Commissioner Peirce offers her prescription for a “path back to normal”
This week, SEC Commissioner Hester Peirce delivered the keynote address at the Northwestern Securities Regulation Institute in San Diego. Her theme: that public companies are “confronting a symptom of a larger societal malady—importing politics and contentious social issues into everything we do.” According to Peirce, the “SEC, so-called stakeholders, and the burgeoning industry of advisers, consultants, accountants, and attorneys peddling their costly wares to public companies, sometimes with the agreement of corporate executives, drag companies into social and political melees. Their efforts, an insidious form of rent-seeking, are often quite convincingly disguised in a cloak of ethics and morality.” In her remarks, she proposed seven steps toward regaining what, in her view, was the “path back to normal.” A harbinger of what is to come in the next four years?
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