All posts by Cydney Posner

En banc opinion of D.C. Circuit upholds American Meat Institute case — what does it mean for the conflict minerals case?

by Cydney Posner Today, the D.C. Circuit issued its en banc opinion in  American Meat Institute v. U.S. Dept. of Agriculture, upholding the mandatory disclosure regulation at issue in that case.   You may recall that this case concerned the USDA’s country-of-origin labeling rule, which AMI argued compelled disclosure in violation […]

Study shows fewer and less severe restatements over decade post-SOX

by Cydney Posner Apparently, SOX had some a beneficial impact on financial reporting.  An academic study commissioned by the Center for Audit Quality reveals a substantial decline in both the number and severity of financial restatements during the period 2003 through 2012. The study was intended to consider the impact […]

Some notes to the SEC from the House and Senate

by Cydney Posner As if we needed more evidence of dysfunction in our legislative branch, both the Senate and House have floated appropriations bills that include little “love notes” to the SEC. Both address some of their respective hot buttons.  The House bill (HR 5016) has been adopted, while the […]

Delaware Chancery Court may consider validity of fee-shifting bylaw

by Cydney Posner As discussed in this Cooley Alert, “Delaware Supreme Court Holds Fee-Shifting Bylaw Facially Valid,” in May of this year, in ATP Tour, Inc. v. Deutscher Tennis Bund, the Delaware Supreme Court held that a “fee-shifting” bylaw adopted by a board was “facially valid” under Delaware law. (Generally, […]

FASB issues an update for accounting for certain performance-based awards

by Cydney Posner FASB has released an accounting standard update related to the accounting for certain performance-based equity awards under FASB ASC Topic 718, Compensation—Stock Compensation. The title of ASU 2014-12 tells the story: Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be […]

Stock buybacks revisited

by Cydney Posner Lots of companies have been buying back their stock recently, either on their own initiative because, for example, management thinks the shares are undervalued, or at the urging, or sometimes insistence, of euphemistically termed “stockholder activists” to increase the market price of the shares. According to this […]

Are annual performance-based incentives the “new black”?

by Cydney Posner As reported in this article in the WSJ, Mercer has released a new study of CEO compensation.  The key results: “95% of S&P 500 company chief executives earned a short-term incentive payout in 2013, and the median incentive payout was 115%.”  For a Mercer executive, the data raise […]

The end of “development stage” entities, at least for accounting purposes

by Cydney Posner FASB has approved a new accounting standard update to ASC 915, Development Stage Entities. This ASU (Update No. 2014-10), which could be very helpful for a number of companies that are not yet generating much revenue, is subject to early adoption. FASB defines a “development stage entity” as […]

Are the securities laws a First Amendment free zone?

by Cydney Posner When does the First Amendment prevent the Government from compelling companies to make specified disclosures? Isn’t that what the securities laws are all about?  Are the securities laws just exempt from First Amendment challenges? After all, the USSCT has long recognized that “the exchange of information about […]

Rare good news from the DRC?

by Cydney Posner This month, the Enough Project issued a relatively favorable report on progress in the DRC and adjoining countries in curtailing the funding of armed groups through the trade in conflict minerals (tin, tantalum, tungsten and gold –3TG).  Happily, according to the Enough Project — one of the key proponents […]