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 […]