Study shows more restatements and internal control weaknesses among “heavy users” of non-GAAP measures
by Cydney Posner The non-GAAP financial measures pile-on continues. Certainly, the SEC has recently been making the public-speaking rounds and issuing CDIs warning companies of its concern about abuses of non-GAAP metrics, such as substituting individually tailored revenue recognition and measurement methods for those of GAAP or using a non-GAAP measure […]
Corp Fin issues revised CDI regarding disclosure about selling shareholder entities
by Cydney Posner Last week, Corp Fin revised a CDI regarding disclosure about selling shareholder entities and withdrew another CDI on the same topic.
Corp Fin refuses to permit exclusion of proposal to amend proxy access bylaws under Rule 14a-8(i)(10). Who is gaming the system?
by Cydney Posner Just when we thought we had a handle on the new rules of the game for exclusion of proxy access shareholder proposals comes this new letter to H&R Block, issued on July 21. The proposal, from the prolific James McRitchie (one of the group working with John […]
New UK Prime Minister proposes “something radical.” Could it happen here?
by Cydney Posner She may be the new leader of the Conservative Party, but her party affiliation may not be entirely obvious from the speech delivered in July by UK Prime Minister Theresa May, launching her national campaign. In her vision of creating “an economy that works for everyone,” May […]
New study shows inverse correlation between CEO pay and performance over the long term
by Cydney Posner As reported in the WSJ, a new study from corporate-governance research firm MSCI showed that, over the long term, there was a significant misalignment between CEO pay and stock-price performance. The study looked at CEO pay relative to total shareholder return for around 800 CEOs at more […]
Study shows that investment in material sustainability issues yields higher performance
by Cydney Posner With the SEC asking proactively in its concept release (see this PubCo post) whether to mandate sustainability disclosure, the question of the relevance to investors of sustainability issues has assumed a new prominence. According to the SEC, some investors have requested more disclosure of a variety of […]
CEO group offers list of commonsense corporate governance principles
by Cydney Posner A group of CEOs of major public companies and institutional investors, including Jamie Dimon, Warren Buffett, Larry Fink, Mary Barra and Jeff Immelt, among others, have developed a list of “commonsense corporate governance principles,” designed to generate a constructive dialogue about corporate governance at public companies. According […]
More on the SEC’s Disclosure Update and Simplification Proposing Release
by Cydney Posner In her statement at the SEC open meeting to vote on issuing the “Disclosure Update and Simplification Proposing Release,” SEC Commissioner Kara Stein protested that “this proposal may be framed in such a hyper-technical way that it fails to provide a bona fide opportunity for a wide […]
Corp Fin staff issues new CDI on when shareholder efforts to influence management affect eligibility to use Schedule 13G
by Cydney Posner The Corp Fin staff continues to dribble out new CDIs, with the newest relating to circumstances when, under Rule 13d-1, shareholder efforts to influence management will affect the shareholder’s eligibility to use Schedule 13G. Rule 13d-1 provides, in part, that Schedule 13G may be filed in lieu of Schedule 13D […]
Center for Audit Quality provides tool to help audit committees assess non-GAAP financial measures
by Cydney Posner The Center for Audit Quality has released a new tool, Questions on Non-GAAP Measures: A Tool for Audit Committees, to help audit committees cope with non-GAAP financial measures (NGFMs). Rather than provide a checklist, the CAQ provides examples of sample questions that audit committees should consider asking of management […]
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