Category: Securities
The unintended consequences of say on pay
by Cydney Posner This post from the Columbia Law School CLS Blue Sky blog, “Should Say-on-Pay Votes Be Binding?,” by two executives from the Institute for Governance of Private and Public Organizations in Canada, in exploring the issue raised in the post’s title, looks at the question of the effectiveness and […]
BDO analysis of tech industry risk factors shows increased impact of cybersecurity and M&A concerns
by Cydney Posner An analysis by audit firm BDO of the incidence of disclosure of various risk factors among tech companies over five years reflects increased emphasis on security breaches, the impact of M&A (including goodwill impairment) and accounting and internal control compliance as key issues affecting the industry. Regulatory […]
SEC sets fee rates for fiscal 2017
by Cydney Posner On August 31, the SEC announced that the fees for registration of securities and certain other transactions in fiscal 2017 will be $115.90 per million dollars, up from $100.70 per million dollars last year. These rates are set each year to levels the SEC projects will generate collections […]
When the SEC speaks about non-GAAP measures, it turns out that most companies listen
by Cydney Posner In this article, the WSJ reports on new data, prepared for the WSJ by Audit Analytics, showing how faithfully companies have conformed their disclosures to the recent guidance from the Corp Fin staff on non-GAAP financial measures. (See this PubCo post.) As more and more companies have prominently […]
GAO issues second annual conflict minerals report
by Cydney Posner The GAO has issued its annual conflict minerals report to Congress, entitled “Companies Face Continuing Challenges in Determining Whether Their Conflict Minerals Benefit Armed Groups.” The GAO is required to report annually on the effectiveness of the SEC’s conflict minerals rule in promoting peace and security in […]
SEC Whistleblower Office charges that prospective waiver of whistleblower award in severance agreements violated securities laws
by Cydney Posner In a new whistleblower protection case, the SEC’s Office of the Whistleblower settled charges against BlueLinx Holdings, Inc. that the company’s severance agreements violated the securities laws. The agreements included confidentiality restrictions without exclusions for whistleblower reporting and required terminating employees to waive possible whistleblower awards or […]
Consultants report on conflict minerals due diligence and disclosure for 2015. But has it made a difference for the DRC?
by Cydney Posner Two consulting firms, Assent Compliance and Source Intelligence, have published their studies on conflict minerals (tin, tantalum, tungsten and gold) reporting for 2015, the third year of required SEC reporting. For 2015, there were slightly over 1,200 filers, representing a decrease of about 50 filers from the […]
Study shows more restatements and internal control weaknesses among “heavy users” of non-GAAP measures
by Cydney Posner The non-GAAP financial measures pile-on continues. Certainly, the SEC has recently been making the public-speaking rounds and issuing CDIs warning companies of its concern about abuses of non-GAAP metrics, such as substituting individually tailored revenue recognition and measurement methods for those of GAAP or using a non-GAAP measure […]
Corp Fin issues revised CDI regarding disclosure about selling shareholder entities
by Cydney Posner Last week, Corp Fin revised a CDI regarding disclosure about selling shareholder entities and withdrew another CDI on the same topic.
Corp Fin refuses to permit exclusion of proposal to amend proxy access bylaws under Rule 14a-8(i)(10). Who is gaming the system?
by Cydney Posner Just when we thought we had a handle on the new rules of the game for exclusion of proxy access shareholder proposals comes this new letter to H&R Block, issued on July 21. The proposal, from the prolific James McRitchie (one of the group working with John […]
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