Category: Corporate Governance
SEC to issue concept release regarding audit committees
by Cydney Posner Compliance Week reports that SEC Chair Mary Jo White, speaking before the Investor Advisory Group of the PCAOB, said that the SEC plans to Issue a concept release in early 2015 “exploring possible avenues for elevating the work of public company audit committees.” The release is expected to address many […]
Director of SEC whistleblower office encourages staff to find whistleblower retaliation cases
by Cydney Posner According to Law360, the director of the SEC’s whistleblower office, Sean McKessy, is exhorting the staff of that office to set a high priority on cases involving employer retaliation for whistleblower complaints. During an interview, McKessy “said his office was actively looking for cases to bring against […]
Will the SEC intercede in the battle over fee-shifting bylaws?
“The first trickle through a leak in the dam” that eventually causes the dam to collapse is how Professor John Coffee characterized the adoption of fee-shifting bylaw or charter provisions by 24 companies since May of this year. The “dam” here is the practice of private enforcement, as a supplement […]
More Women on Boards: It’s the Economy, Stupid
by Cydney Posner When the Chair of the SEC and the editors of Bloomberg both think it’s worth getting on their soapboxes to promote the same issue, maybe it’s time for public companies to pay attention. The issue? Women on Boards. Earlier this month, the editors of Bloomberg published “Companies […]
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 […]
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