D.C. Circuit denies SEC’s petition for rehearing en banc in conflict minerals case
by Cydney Posner Hot off the press: The D.C. Circuit today issued a per curiam order denying the petitions of the SEC and Amnesty International for a rehearing en banc in Natl Assoc. of Manufacturers v. SEC, the conflict minerals case. No member of the court even requested a vote. […]
Nasdaq issues guidance regarding release of material news around market close (reposted)
by Cydney Posner On the heels of the NYSE rule amendment related to material news and trading halts (see this PubCo post ), as noted in thecorporatecounsel.net blog, Nasdaq has followed suit with this Issuer Alert. The Alert does not reflect a rule change, but does provide guidance regarding the […]
A few nuggets for smaller companies buried in the Drive Act
by Cydney Posner The House has passed a new transportation bill, HR 22, the “Drive Act” – not normally something to write about in the PubCo blog. (Originally, this bill appears to have been the “Hire More Heroes Act,” but was somehow transformed into the Drive Act – go figure.) […]
Are companies making progress in preparing for the new revenue recognition standard?
by Cydney Posner As former Corp Fin Director John White observed during the PLI Securities Regulation Institute last week, the new revenue recognition standard will represent a massive change for many companies. Perhaps with that in mind, SEC Chief Accountant James Schnurr, in an October speech before the UCI Audit Committee […]
SEC Chief Accountant advises on audit committee responsibilities
by Cydney Posner In remarks before the UCI Audit Committee Summit at the end of October, SEC Chief Accountant James Schnurr addressed the importance of the oversight role that audit committees play, providing specific advice on inquiries that audit committee members should pursue. He focuses on four areas: the SEC’s concept […]
Paper debunks seven board myths
by Cydney Posner In “Seven Myths of Boards of Directors,” two academics from Stanford Business School set about debunking some of the most common and persistent expectations regard best practices in board structure, composition and procedure. The authors contend that these seven myths “are not substantiated by empirical evidence.”
Highlights from panels with current and former staff of Corp Fin
by Cydney Posner Below are some highlights (from my notes) of the PLI Securities Regulation Institute panel discussions Thursday and Friday with the Corp Fin staff (Keith Higgins, Shelley Parratt, David Fredrickson, Michele Anderson, Karen Garnett) as well as a number of some former staffers, plus some additional discussion from […]
Corp Fin Director highlights recent issues in public offerings
by Cydney Posner At PLI’s Securities Regulation Institute this morning, Corp Fin Director Keith Higgins highlighted* some recent issues the staff has identified in the context of public offerings.
Corp Fin issues new CDIs on “unbundling” proposals in the M&A context
by Cydney Posner The SEC has posted new CDIs addressing the issue of “unbundling” of proxy proposals under Rule 14a-4(a)(3), which requires that the form of proxy “identify clearly and impartially each separate matter intended to be acted upon.” The focus of the new CDIs is unbundling of proposals in […]
When it comes to corporate social responsibility, do daughters make a difference?
by Cydney Posner I love the introduction to this article from The Washington Post: “Business school professors have a knack for finding some pretty bizarre links between the personal lives of CEOs and the professional results at the companies they run. Those who golf more than 22 times a year are linked with lower corporate […]
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