Category: Corporate Governance

Is it OK to delay implementation of the new COSO framework?

by Cydney Posner With the original 1992 COSO internal control framework deemed by COSO to be “superseded” as of December 15, 2014, companies are fast approaching the deadline for adoption of the updated 2013 COSO framework, But is it really a deadline?  As quoted in this article in Compliance Week, COSO […]

SEC issues fee rate advisory for fiscal 2015

by Cydney Posner On Friday, the SEC announced that the fees for registration of securities and certain other transactions in fiscal 2015 will be $116.20 per million dollars, down from  $128.80 per million dollars last year.   Under Dodd-Frank, the annual rate changes must take effect on the first day of […]

Does size matter?

by Cydney Posner According to a study of boards of directors conducted for the WSJ, size does matter, and major corporations with smaller boards of directors tend to outperform their peers with larger boards.  (The study is discussed in the article entitled “Smaller Boards Get Bigger Returns” by Joann S. […]

Fee-shifting bylaw developments in the courts

by Cydney Posner Those expecting that the Delaware court, in a case involving Hemispherx, would soon address the as-applied validity of a fee-shifting bylaw may be disappointed. (As discussed in this post and this Cooley Alert, the Delaware Supreme has already ruled in another case that a “fee-shifting” bylaw adopted […]

Are the calls for shareholder democracy merely ceremonial?

by Cydney Posner According to this paper, despite all the sturm und drang associated with corporate governance issues, these issues amount to little more than corporate governance kabuki—highly stylized, symbolic rituals with little substantive effect. (Although, for fun, check out this article from Slate, which tells us that we’re all misusing “kabuki,” […]

Dept. of: What Were They Thinking?

by Cydney Posner As reported in these articles from the NYT‘s DealBook  and Business Insider, the New York State Dept of Financial Services has imposed a $25 million fine on PwC and a two-year ban on its consulting unit. The settlement agreement stated that PwC’s consulting work “did not demonstrate the necessary objectivity, […]

Outsource the Board?

by Cydney Posner Here’s a novel idea: outsource the board of directors.  This article from The Economist reports on a concept outlined in a recent law review article that takes the notion of “professional director” one step further. Boards of directors obviously play a critical role in the corporate world, but, according […]

Has pay for performance reached a tipping point?

by Cydney Posner Are companies starting to take pay for performance more seriously?  That’s the conclusion drawn in this article from CFO.com that reports on a study by comp consultant Aon Hewitt.  While the trend has been prominently discussed for several years, “the depth of that trend may have been […]

The SEC in the crosshairs

First we have a couple of articles discussing a study, “Political connections and SEC enforcement,” in the forthcoming Journal of Accounting and Economics, that purports to show that “[l]ong-term PAC contributions are effective at deterring SEC enforcement.”  Then there is an, shall we say “unflattering,” appraisal in the NYT of […]

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 […]