Category: Securities

No such thing as too much analysis

by Cydney Posner Or, at least, that seems to be the position of the SEC staff following the tongue–lashing it suffered in 2011, when the D.C. Circuit tossed out the SEC’s mandatory proxy access rules. (See these news briefs.) You may recall that plaintiffs Chamber of Commerce and Business Roundtable had […]

Will we see any big changes resulting from the SEC’s disclosure effectiveness project?

by Cydney Posner Let’s just say that no one at the meeting of the SEC’s Advisory Committee on Small and Emerging Companies yesterday morning had anything nice to say about the SEC’s current disclosure regime, no matter where they sat—as a reporting company, as a banker, as an investor.  Particularly […]

SEC on the verge of proposal to implement Dodd-Frank clawback provision

by Cydney Posner The WSJ is reporting that the SEC is on the verge (July 1) of proposing clawback rules designed to implement Section 954 of Dodd-Frank, “recovery of erroneously awarded compensation.” Of course, actual implementation could still be a long way off, as the proposal would be subject to […]

FINRA issues seven new FAQs regarding research conflict-of-interest rules

by Cydney Posner Last week, FINRA released seven new FAQs related to the research conflict of interest rules.  In essence, FINRA analyzes the types of facts and circumstances that might be decisive in determining whether certain conduct or communications are prohibited under the conflict-of-interest rules. According to FINRA, the risks […]

Former SEC Chairs and Commissioners to Chair Mary Jo White: failure to mandate political spending disclosure is “inexplicable”

by Cydney Posner Today, two former SEC Chairs and one former Commissioner delivered  a letter  to SEC Chair Mary Jo White politely berating (well, maybe not so politely) her failure to take action on the 2011 rulemaking petition to require disclosure of the use of corporate resources for political activities. 

CooleyAlert: “SEC Proposes New Rules on Pay Versus Performance”

by Cydney Posner See our CooleyAlert on the SEC’s proposed new pay-versus-performance rules.  It’s called “SEC Proposes New Rules on Pay Versus Performance: When “Compensation Actually Paid” is Not Compensation Actually Paid and “Company Financial Performance” May be Unrelated to Company Financial Performance.”  It’s mighty fine reading!

An end to IFRS in the U.S.?

by Cydney Posner On May 7, in remarks before a financial reporting conference in NYC, the SEC’s Chief Accountant, James Schnurr, signaled the end of the SEC’s efforts to converge International Financial Reporting Standards  (IFRS) with U.S. GAAP.  When Schnurr joined the SEC in October, he said, SEC Chair Mary Jo […]

Changes coming at the SEC

by Cydney Posner According to the WSJ, SEC Commissioner Daniel Gallagher is resigning from his position prior to the end of his term, which would otherwise conclude in 2017.  The article reports that he will continue as a Commissioner until his successor has been confirmed. As noted in this post, […]

PCAOB publishes new “Audit Committee Dialogue”

by Cydney Posner The PCAOB has announced the publication of a new paper designed to address audit committees.  The paper, Audit Committee Dialogue, provides insights from inspections of public company auditors that should assist audit committee members in overseeing their auditors. Other similar papers are anticipated. This paper highlights two areas: key […]

They spurred the stock buyback phenomenon. Will hedge fund activists now eviscerate R&D?

by Cydney Posner It is widely recognized that one of the primary causes of the current stock buyback phenomenon has been pressure from hedge fund activists. But, as suggested in this NYT DealBook column, the activist playbook is certainly not limited to buybacks and dividends: “[a]s activist hedge funds take […]