Category: Corporate Governance

Big companies voluntarily enhance audit committee disclosures

by Cydney Posner While the SEC and PCAOB ponder what to do with auditor and audit committee reports, an increasing number of large companies have begun to include more audit committee disclosures on a voluntary basis, according to an analysis by the EY Center for Board Matters. The study looked at […]

Senate Dems ask SEC Chair to act on petition for political spending disclosure

by Cydney Posner With election season upon us  — after all, the election is only, well, a year and two months away – it’s time to renew the controversy over political spending disclosure.  As you may recall, in 2011, a rulemaking petition was filed with the SEC  by a committee of […]

SEC reduces fee rates for fiscal 2016

by Cydney Posner The SEC has announced that the fee for registration of securities and certain other transactions in fiscal 2016 will be $100.70 per million dollars. Under Dodd-Frank, the annual rate changes must take effect on the first day of each fiscal year. Therefore, effective October 1, 2015, the […]

How often does this happen?

by Cydney Posner As noted in  yesterday’s thecorporatecounsel.net blog, the SEC has issued an Order instituting  proceedings  under Section 19(b)(2)(B) of the Exchange Act to determine whether to disapprove a proposal to amend Sections 312.03(b) and 312.04 (shareholder approval) of the NYSE Listed Company Manual.  The proposal would exempt from […]

Class action charges misrepresentation in policies and disclosures regarding slave labor in supply chain

by Cydney Posner As discussed in this Bloomberg article, Costco and some of its suppliers are facing class action litigation alleging that Costco misled consumers about the use of slave labor and human trafficking in its supply chain for the frozen shrimp it sells.  Concerns regarding human trafficking and slave labor […]

Do hiring practices lead to earnings management?

by Cydney Posner Yes, according to a study from academics at the University of South Carolina, reported by Reuters.   The study showed that U.S. public companies tend to favor hiring accountants “who show a willingness to flatter corporate profits by massaging the numbers.” In the study, which surveyed 41 executive […]

Will more regulation be imposed on stock buybacks?

by Cydney Posner Lots of companies have been buying back their stock in recent years, either on their own initiative because, for example, management thinks the shares are undervalued, or sometimes at the insistence of  hedge fund activists bent on increasing the market price of the shares.   Now, as discussed […]

New study gives mixed reviews to companies filing conflict minerals reports

by Cydney Posner A new study on conflict minerals compliance from Tulane University and Assent Compliance, a compliance software and services firm, revealed that about 90% of filers of conflict minerals reports indicated that they were unable to determine if their products were conflict free, the primary object of the conflict […]

Is the SEC considering reproposing mandatory proxy access rules?

by Cydney Posner The SEC has posted a new staff working paper, “Public versus Private Provision of Governance: The Case of Proxy Access,” reporting on a study conducted by the SEC’s  Division of Economic and Risk Analysis (DERA), of the “tradeoffs” between universal regulatory mandates and so-called “private ordering” in the […]

House bill to require disclosure of efforts to eliminate slave labor from supply chains

by Cydney Posner Yesterday, Representatives Carolyn Maloney and Chris Smith introduced H.R. 3226, the ‘‘Business Supply Chain Transparency on Trafficking and Slavery Act of 2015.’’  The bill comes on the heels of articles about slavery and human trafficking like this one on the front page of the NYT, documenting the use of slave […]