Category: Corporate Governance

No Delaware court decision re fee-shifting bylaw on an as-applied basis

by Cydney Posner It now appears that the Delaware court will not address the as-applied validity of a fee-shifting bylaw in the case involving Hemispherx. (As discussed in this post and this Cooley Alert, the Delaware Supreme has already ruled in another case that a “fee-shifting” bylaw adopted by the […]

Briefs now filed in support of and in response to petition for en banc rehearing in conflict minerals case

by Cydney Posner On August 15, 2014, in the conflict minerals case, National Association of Manufacturers v. Securities and Exchange Commission (D.C. Cir. 2014), Intervenors-Appellees Amnesty International filed a brief in support of its petition for an en banc rehearing in that case. On Friday, September 12, on the order […]

SEC sends a message — to executives and their companies

by Cydney Posner In October  2013, SEC Chair Mary Jo White gave a speech at the Securities Enforcement Forum in which she declared an “enforcement mission” of the SEC to be implementation of the “broken windows” theory of crime deterrence made famous decades ago in NYC: “The [‘broken windows’] theory is […]

Whether 1992 or 2013 version of COSO framework — disclose in management’s and auditor’s internal control reports

by Cydney Posner Last week, I posted a piece regarding the “squishy” deadline  (to borrow the term of art coined by the COSO Chair) for implementation of the new 2013 COSO internal control framework. As you may recall, the original 1992 COSO internal control framework is deemed by COSO to […]

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by Cydney Posner With the original 1992 COSO internal control framework deemed by COSO to be “superseded” as of December 15, 2014, companies are fast approaching the deadline for adoption of the updated 2013 COSO framework, But is it really a deadline?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