Category: Corporate Governance
The perils of failing to take internal controls seriously
by Cydney Posner Here’s a warning shot across the bow from the SEC to take internal controls –- and representations regarding the same — very seriously. You’ll recall that SOX 404 and related rules instituted a new regime regarding reporting and evaluation of internal control over financial reporting (ICFR), including […]
Shareholders reject fewer golden parachutes this year
by Cydney Posner As reported in this article in the WSJ, compensation consultant Towers Watson is reporting that shareholders seem to be more willing this year than last to approve golden parachutes in the context of acquisition transactions. As you know, Dodd-Frank and related rules require that, in connection with solicitation […]
Efforts on the rise to enhance shareholder-director engagement
by Cydney Posner Earlier this year, two proposals were floated to enhance shareholder engagement with directors, one from a working group called the Shareholder-Director Exchange and the other from The Conference Board. While it may now be almost de rigueur for management to engage with shareholders, engagement between shareholders and […]
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, […]
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 […]
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