No, please, not another summary!
by Cydney Posner The SEC has adopted an interim final rule implementing a provision of the FAST Act that will expressly allow a company, at its option, to include a summary in its Form 10–K, provided that each item in the summary includes a hyperlink cross-reference to the related material […]
Investors challenge fund managers on say-on-pay vote practices
by Cydney Posner Support for management on say-on-pay votes for the 2016 season so far (data as of May 18) continues at about the same level as in prior years – a median approval rate of 95% among the S&P 500, according to Compensation Advisory Partners, with only three companies […]
Do women directors promote higher CEO pay?
by Cydney Posner As reported on Sunday in this NYT column by Gretchen Morgenson, recent data shows that boards with more gender diversity pay higher compensation to their CEOs. An Equilar analysis of CEO pay at 100 large companies “found that companies with greater gender diversity on their boards paid their chief executives […]
Increasing prevalence of non-GAAP measures in proxy statements
by Cydney Posner According to the WSJ, 2016 saw the biggest gap since 2009 between non-GAAP pro forma results and GAAP results. But non-GAAP measures are not just proliferating in earnings releases, they are also proliferating in proxy statements. The WSJ article reports that, according to Audit Analytics, the term […]
SEC posts Regulatory Flexibility Agenda for 2017
by Cydney Posner As noted in Broc’s blog on thecorporatecounsel.net, the SEC has posted its Regulatory Flexibility Agenda for 2017. And, as Broc observes, these agendas are, to borrow his characterization, purely “aspirational,” and do not commit the SEC to take any of the actions identified or preclude its taking […]
House passes bill for five-year extension of JOBS Act exemption from auditor attestation requirement
by Cydney Posner On Monday, the House passed the Fostering Innovation Act of 2015, notwithstanding this letter to Paul Ryan and Nancy Pelosi from the SEC’s Investor Advocate urging a vote against it. The bill, which presumably now moves to the Senate for consideration, amends Section 404(b) of SOX (internal […]
SEC posts new and revised CDIs on non-GAAP financial measures
by Cydney Posner The SEC’s verbal blitzkrieg on abuses of non-GAAP financial measures has finally made its way into some new and revised CDIs. As discussed in this PubCo post, in early May, SEC Deputy Chief Accountant Wesley Bricker, speaking before the 2016 Baruch College Financial Reporting Conference, emphasized that the […]
They’re baaack! PCAOB reproposes disclosure of “critical audit matters”
by Cydney Posner Last week, after five years of outreach, the PCAOB once again attempted to make the auditor’s report more relevant and informative to investors by reproposing the auditor reporting standard, The Auditor’s Report on an Audit of Financial Statements When the Auditor Expresses an Unqualified Opinion, and related […]
SEC approves PCAOB rule requiring identification of audit engagement partner on Form AP
by Cydney Posner On Monday, the SEC approved PCAOB rules requiring that, for each audit report, audit engagement partners be named on a new Form AP. The form will also disclose the names and Firm IDs, locations and extent of participation of any other accounting firms, outside of the principal auditor, […]
CEOs behaving badly? What do companies do?
by Cydney Posner CEOs ain’t misbehavin’? A new study from the Stanford Graduate School of Business, “Scoundrels in the C-Suite,” discusses the fallout from and responses to “bad behavior” by CEOs. While “bad behavior” clearly includes illegal conduct, it may also include other types of questionable but not illegal behavior. […]
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