Category: Corporate Governance
SEC employs new tools to detect earnings manipulation and other illegal activity
by Cydney Posner A couple of recent articles discuss new tools and methods the SEC and others are using to detect suspect accounting. Some ways to detect false accounting have been known for a long time. Regulators’ antennae tend to go up if a company is moving items off the […]
PCAOB adopts new standard and amendments regarding related-party and unusual transactions
by Cydney Posner The PCAOB has adopted a new auditing standard and related amendments addressing related-party transactions, significant unusual transactions and transactions with executive officers. (See the standard and related fact sheet.) These transactions are considered to pose an increased risk of material misstatement in financial statements, having been a […]
DealBook column addresses role of counsel
by Cydney Posner Here is a thought-provoking article in the NYT’s DealBook, that discusses the failures on the part of GM’s in-house lawyers to effectively represent their client, GM. The question raised is, why, with numerous lawyers on the scene, “none took responsibility for making sure their client did not […]
Proxy advisory firm guidance expected, again
by Cydney Posner Word has it that the SEC will soon issue “guidance” designed address to proxy advisory firms, such as ISS. According to the WSJ, the new guidance will focus primarily on disclosure of conflicts of interest. But don’t hold your breath—similar guidance was expected in 2012. (See my […]
FASB issues new revenue recognition standard
by Cydney Posner Apparently, there are now 700 pages of new FASB rules about revenue recognition. Thank your lucky stars that you don’t have to read them (unless you’re an accountant, of course), but it’s good to know that they are out there. According to this article in Compliance Week, […]
Direct to court for shareholder proposals? The Finale
by Cydney Posner You might recall that, recently, three companies facing shareholder proposals from John Chevedden et al., a prolific shareholder activist, adopted a “direct-to-court” strategy, bypassing the SEC no-action process. In each of these cases, the court handed a victory to Mr. Chevedden, refusing to issue declaratory judgments that […]
NGOs react to conflict minerals reports
by Cydney Posner As reported in this WSJ article, nearly 1,300 companies filed Forms SD to report on conflict minerals by the June 2 deadline. The result? Inconclusive. While a number of companies acknowledged their suppliers may have sourced minerals from the DRC or adjoining countries, a “majority of companies […]
Petitions for rehearing en banc filed in conflict minerals cases
by Cydney Posner In the lawsuit filed by the National Association of Manufacturers, U.S. Chamber of Commerce and Business Roundtable against the SEC in connection with the conflict minerals rules, both the SEC and Amnesty International (as Intervenors-Appellees) have filed petitions with the D.C. Circuit requesting a rehearing en banc […]
WSJ reports very few know much about their conflict minerals
by Cydney Posner As noted by the WSJ in this article last week, notwithstanding substantial time and money invested in the process, most companies still have no idea whether the conflict minerals – tin, tantalum, tungsten and gold – in their products originated in the DRC or adjoining countries or […]
No surprise –D.C. Circuit rejects motion for stay of conflict minerals rule
by Cydney Posner In not much of a surprise, the DC Circuit has refused to grant an emergency stay of the conflict minerals rule requested by the National Association of Manufacturers, Chamber of Commerce and the Business Roundtable. See also this article from the WSJ. As a result, the […]
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