SEC’s Advisory Committee on Small and Emerging Companies recommends harmonizing and expanding disclosure accommodations for small companies
by Cydney Posner At a meeting of the SEC’s Advisory Committee on Small and Emerging Companies at the end of last month, the Committee approved a set of Recommendations about Expanding Simplified Disclosure for Smaller Issuers. A key focus underlying the recommendations is some effort at harmonizing the jumble of […]
It’s deja vu all over again: House bill to repeal pay-ratio provision
by Cydney Posner On September 30, the House Financial Services Committee approved, by a vote of 32 to 25, H.R. 414, the Burdensome Data Collection Act, following committee consideration and a mark-up session. Given that the bill is only one paragraph long, there was not too much to mark up. The […]
Boards still “pale, stale and male” after all these years. Could this be why?
by Cydney Posner PwC’s annual survey of almost 800 public company directors reveals that only 39% of directors surveyed viewed board gender diversity as “very important.” Moreover, men and women seem to have distinctly different views about the value of having women on boards: 63% of female board members said that gender […]
Is TSR really the best performance metric?
by Cydney Posner While TSR (total shareholder return) is increasingly used a performance metric for executive compensation, a study by Cornell University and Pearl Meyer, an executive compensation consultant, showed no real correlation to improvements in company performance, reports the WSJ. In the study, over 48% of S&P 500 companies […]
SEC to issue final Dodd-Frank resource extraction disclosure rule by June 2016 (maybe)
by Cydney Posner As noted in this Law 360 article and in this thecorporatecounsel.net blog , on Friday, the SEC filed a Notice of Proposed Rulemaking in the U.S. District Court for the District of Massachusetts in connection with Oxfam America v. SEC, the case on the resource extraction disclosure rule. The Notice is in […]
No surprise here: SEC and Amnesty file petitions for en banc rehearing in the conflict minerals case
by Cydney Posner To no one’s surprise, on Friday, the SEC and Amnesty International filed petitions for en banc rehearing in the conflict minerals case, National Association of Manufacturers, Inc. v. SEC. That case, decided two-to-one in August of this year by a three-judge panel of the D.C. Circuit, reaffirmed […]
Are companies now quicker to settle with hedge fund activists?
by Cydney Posner According to data collected by Reuters, companies are settling with hedge fund activists “at the fastest pace since the financial crisis. The average number of days it takes companies to reach a settlement with activists threatening a proxy contest from the time of disclosure is 56, according […]
Are whistleblowers just out for the big bucks?
by Cydney Posner Given that, last year, the SEC awarded $30 million to one whistleblower alone, it looks like a pretty good gig. The previous year, the SEC awarded a whistleblower $14 million. That’s not too bad either. But according to a recent white paper from The Network, a provider of ethics […]
Does the UK’s Modern Slavery Act apply to your company?
by Cydney Posner The UK has adopted the Modern Slavery Act 2015, which imposes specific transparency requirements on many companies doing business in the UK, regardless of where the company is incorporated. Accordingly, the Act will have a broad sweep. See this Cooley Alert prepared by Sarah Pearce and Leo Spicer-Phelps […]
SEC seeks comment on effectiveness of Reg S-X rules that require disclosure about entities other than the reporting company
by Cydney Posner The SEC is requesting comment on certain Reg S-X rules as part of its Disclosure Effectiveness Project. The request relates specifically to the financial disclosure requirements in Reg S-X that require public reporting companies to provide financial information about entities other than the reporting company — acquired businesses, […]
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