Category: Corporate Governance

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 […]

Rare good news from the DRC?

by Cydney Posner This month, the Enough Project issued a relatively favorable report on progress in the DRC and adjoining countries in curtailing the funding of armed groups through the trade in conflict minerals (tin, tantalum, tungsten and gold –3TG).  Happily, according to the Enough Project — one of the key proponents […]

Informal SEC staff advice excludes chemical compounds manufactured from 3TG from application of conflict minerals rule

by Cydney Posner This recent comment letter sent to the SEC attempts to memorialize informal telephone conversations between the author, acting on behalf of a number of industry associations, and SEC staff members regarding whether chemical compounds manufactured from 3TG are subject to the conflict minerals rules.  The letter also […]

Results of 2014 proxy season

by Cydney Posner This article from Compliance Week concludes that the 2014 proxy season turned out to be a “relatively quiet one, as investor gadflies and proposals on social issues gained little support from fellow shareholders. Companies also generally fared better on ‘say-on-pay’ votes.”

The auditors’ “little speech” about critical audit matters

by Cydney Posner According to former SEC chief accountant Lynn Turner, “the auditor’s report is based on a model that ‘has not changed significantly since the last Ford Model A rolled off the production lines in the early 1930s.’” As discussed in this article, “[j]ust as they did 80 […]

Say-on-pay failures more common at midsize companies

by Cydney Posner According to this article in the WSJ, when it came to say on pay this year, shareholders were toughest on midsize companies.  According to a review of nearly 2,800 annual meetings by Broadridge Financial Solutions Inc. and PwC, 5% of midsize companies (with market values between $2 billion […]