Category: Securities

Study shows financial restatements are “handbooks of trickery” for copycat peer companies

by Cydney Posner No, it’s not from The Onion.  According to a study reported in CFO.com,  unless the restating company faces regulatory action or shareholder litigation, the company’s competitors may use its financial restatement as a how-to guide.  The study found that, instead of driving peer companies to examine their […]

A “public benefit corporation” takes the IPO plunge (updated)

by Cydney Posner As previously discussed on this blog, a few companies have gone public as “Certified B Corporations,” but now we apparently have the first company to file for its IPO as an actual Delaware “public benefit corporation” (PBC). Earlier this month, Laureate Education, Inc., a global network of […]

Reputation management experts advise how to manage a company’s reputation in light of pay-ratio disclosure

by Cydney Posner Even though pay-ratio disclosure will not need to appear in proxy statements before 2018, companies are still starting to fret about how their ratios will compare with their peers and whether an unseemly gap might be detrimental to their reputations and unsettle their work forces.  In this […]

SEC’s Advisory Committee on Small and Emerging Companies recommends harmonizing and expanding disclosure accommodations for small companies

by Cydney Posner At a meeting of the SEC’s Advisory Committee on Small and Emerging Companies at the end of last month, the Committee approved a set of Recommendations about Expanding Simplified Disclosure for Smaller Issuers.  A key focus underlying the recommendations is some effort at harmonizing the jumble of […]

Is TSR really the best performance metric?

by Cydney Posner While TSR (total shareholder return) is increasingly used a performance metric for executive compensation, a study by Cornell University and Pearl Meyer, an executive compensation consultant, showed no real correlation to improvements in company performance, reports the WSJ.   In the study, over 48% of S&P 500 companies […]

SEC to issue final Dodd-Frank resource extraction disclosure rule by June 2016 (maybe)

by Cydney Posner As noted in this Law 360 article  and in this thecorporatecounsel.net blog , on Friday, the SEC filed a Notice of Proposed Rulemaking  in the U.S. District Court for the District of Massachusetts in connection with Oxfam America v. SEC, the case on the resource extraction disclosure rule. The Notice is in […]

No surprise here: SEC and Amnesty file petitions for en banc rehearing in the conflict minerals case

by Cydney Posner To no one’s surprise, on Friday, the SEC and Amnesty International filed petitions for en banc rehearing in the conflict minerals case, National Association of Manufacturers, Inc. v. SEC.  That case, decided two-to-one in August of this year by a three-judge panel of the D.C. Circuit, reaffirmed […]

Are companies now quicker to settle with hedge fund activists?

by Cydney Posner According to data collected by Reuters,  companies are settling with hedge fund activists “at the fastest pace since the financial crisis. The average number of days it takes companies to reach a settlement with activists threatening a proxy contest from the time of disclosure is 56, according […]

Are whistleblowers just out for the big bucks?

by Cydney Posner Given that, last year, the SEC  awarded $30 million to one whistleblower alone, it looks like a pretty good gig. The previous year, the SEC awarded a whistleblower $14 million. That’s not too bad either. But according to a recent white paper from The Network, a provider of ethics […]

SEC seeks comment on effectiveness of Reg S-X rules that require disclosure about entities other than the reporting company

by Cydney Posner The SEC is requesting comment on certain Reg S-X rules as part of its Disclosure Effectiveness Project.  The request relates specifically to the financial disclosure requirements in Reg S-X that require public reporting companies to provide financial information about entities other than the reporting company — acquired businesses, […]