Category: Corporate Governance

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 […]

NACD suggests questions for boards to ask cybersecurity officers

by Cydney Posner As reported in the WSJ, the National Association of Corporate Directors advises that boards ask their companies’ chief information security officers some pointed questions about cybersecurity risks. Often, boards just ask whether the company is vulnerable to cyberattacks like those recently experienced at the U.S. Office of […]

Does auditor rotation impair professional skepticism?

by Cydney Posner CFO.com is reporting on a study published in a leading accounting journal The Accounting Review (payment required) that reaches the counter-intuitive conclusion that auditor rotation  actually impairs professional skepticism.  Skepticism is “a perspective universally viewed as essential to effective auditing. The primary reason traditionally advanced to require […]

Some notes from the SEC’s Investor Advisory Committee meeting

by Cydney Posner Today, at a meeting of the SEC’s Investor Advisory Committee, the committee heard various updates regarding proxy season, shareholder rights  and related matters. Pat McGurn of ISS discussed the past proxy season, which he viewed as “one of the strangest” ever.  Why strange? Because of the impact […]

Third Circuit renders opinion in Trinity Wall Street v. Wal-Mart (and admonishes SEC to issue new guidance)

by Cydney Posner Yesterday, the Third Circuit finally rendered its opinion  in Trinity Wall Street v. Wal-Mart Stores Inc, a case involving a shareholder proposal submitted by Trinity Wall Street requesting that Wal-Mart’s board develop a policy regarding the sale of high-capacity firearms and other dangerous products. Wal-Mart sought to […]

SEC issues concept release regarding potential additional audit committee disclosures

by Cydney Posner The SEC hasn’t issued a concept release since 2011, but that’s changed now with the posting of this concept release regarding possible revisions to audit committee disclosures (foreshadowed in this post). The concept release seeks public comment on possible new reporting requirements focused on the audit committee’s  responsibilities […]