Category: Corporate Governance
In her final speech as SEC Chair, White identifies current trends assailing SEC independence
by Cydney Posner Mary Jo White took the occasion of her final speech as SEC Chair, presented to the Economic Club of New York, to discuss how to maintain the role of the SEC as an effective financial regulator and how the SEC can “continue as a strong independent agency […]
SEC charges company with violations of the rules related to non-GAAP financial measures
by Cydney Posner The Corp Fin staff have been dropping hints for quite a while about potential enforcement actions in connection with abuses of non-GAAP financial measures (see, e.g., this PubCo post), and an interesting one has now materialized. In an Order released today, the SEC announced settled charges against MDC […]
KPMG surveys audit committee concerns
by Cydney Posner What are audit committee members’ greatest concerns? Audit committee members participating in KPMG’s 2017 Global Audit Committee Pulse Survey identified risk management as the biggest challenge for audit committees in 2017, with 42% of those surveyed characterizing their existing risk management programs as requiring “substantial work,” and […]
Is there a fix for short-termism?
by Cydney Posner Much has been written about the problems associated with the prevalence of short-term thinking in corporate America. As noted in a post from The Harvard Law School Forum on Corporate Governance and Financial Regulation, a recent academic study revealed that “three quarters of senior American corporate officials […]
Likely interim SEC Chair spells out his priorities
by Cydney Posner According to this article in the WSJ, SEC Commissioner Michael Piwowar, who will probably become acting Chair when current Chair Mary Jo White steps down this month, has agreed with fellow Commissioner Kara Stein about various rulemakings that they might pursue in the interim until nominee Jay […]
Why does management seek to exclude shareholder proposals?
by Cydney Posner In this recent preliminary working paper, Why Do Managers Fight Shareholder Proposals? Evidence from No?Action Letter Decisions, academics at the USC Marshall School of Business attempt to determine why corporate management seeks to exclude shareholder proposals: are corporate managers acting as “responsible managers” who view shareholder proposals […]
ISS and Glass Lewis Update 2017 Proxy Voting Policies
by Cydney Posner If you haven’t already, please check out our recent Cooley Alert, ISS and Glass Lewis Update 2017 Proxy Voting Policies. It’s a great way to start the new year and a lot more fun than a diet!
CDI salmagundi (QIBs, foreign private issuers, Reg S and more)
by Cydney Posner Earlier this month, Corp Fin recently released a slew of new CDIs relating to qualified institutional buyers under Rule 144A as well as all things international. Dedicated to those who like to Below are summaries.
SEC Chair White to Republican Senators: fuggedaboudit
by Cydney Posner Ok, she was actually much more polite than that. You might recall that, in November after the election, House Republicans sent a letter to federal agencies requesting that they not engage in any “midnight” rulemaking — adoption of new rules before the new administration is sworn in. (See this […]
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