Category: Securities

CII petitions SEC for staff guidance on the proxy rules and an amendment to Item 5.07 of Form 8-K regarding voting results

by Cydney Posner Earlier this month, the Council of Institutional Investors filed a petition with the SEC requesting interpretive guidance regarding the proxy rules and rulemaking in connection with Form 8-K. More specifically, CII requested the following: Staff guidance regarding proxy statement disclosure of voting requirements for items on the ballot […]

This year’s conflict minerals filings show some improvement, according to early review

by Cydney Posner An early review of conflict minerals filings for the 2014 reporting period shows improvement in “detail, clarity and quality,” according to this article in BNA. As reported by Elm Sustainability Partners, a conflict minerals consulting firm, there were 1,272 filers for the 2014 reporting period, compared to 1,328 for […]

More than half of poll respondents plan to disclose “more than the minimum” under pay-versus-performance rules

by Cydney Posner A poll conducted by compensation consultant Towers Watson in the course of its webcast on the SEC’s proposed pay-versus-performance disclosure rules revealed that, if the rules are adopted, more than half of the respondents expect to disclose “more than the minimum” required under the SEC proposal and […]

SEC to consider requiring disclosure of audit firm tenure and name of engagement partner

by Cydney Posner The SEC is expected to issue its concept release on improving audit committee reports “soon” (whatever that means) according to Compliance Week, and among the topics the SEC will examine is whether those “reports should include the audit firm’s tenure and the name of engagement partners.”  If this […]

Executive compensation — a trigger for hedge fund activism?

by Cydney Posner Is executive pay becoming a hot button issue for activist hedge funds? While executive pay has long been under scrutiny from standard-issue corporate governance activists, such as union pension funds, the interest of some hedge fund activists in executive compensation issues has the potential to introduce a […]

House aims to stop SEC from requiring political spending disclosure — companies increasingly “volunteer” spending information

by Cydney Posner It may seem early to you to be thinking about Christmas, but not to Congress.  In fact, it’s just that time of year again when Congress uses annual appropriations bills as a Christmas tree for all of its favorite ornaments.  In this year’s financial services spending bill, […]

A hug before they both exit: Commissioners Aguilar and Gallagher present joint recommendations for new transfer agent rules

by Cydney Posner Here’s a novel pairing: SEC Commissioners Aguilar and Gallagher, both of whom are scheduled to leave their posts at the SEC, today issued a joint statement about the need to modernize the SEC’s transfer agent rules, which govern the approximately 450 U.S. transfer agents. This may be one […]

Are non-GAAP financial measures coming under renewed scrutiny?

by Cydney Posner Potential misuse of non-GAAP financial measures may be causing some consternation once again…in the press at least. In the wake of the Enron scandal and the dot-com bust in 2003, the SEC adopted Reg G and related amendments to Reg S-K to prevent public disclosure of misleading […]

Regulatory salmagundi

by Cydney Posner Release of no-review letters. As you know, the SEC has been releasing the give and take of comment letter correspondence with registrants for a number of years.  Now the SEC has announced that, beginning July 1, 2015, Corp Fin will begin releasing no-review letters on EDGAR with […]

Study shows decline in accuracy of research analysts

by Cydney Posner Here’s an interesting report from Bloomberg on a soon-to-be-published study that concludes that stock analysts are actually worse at predicting corporate earnings now, after a number of regulatory actions to increase transparency and prevent research analyst conflicts of interest, than they were prior to these actions. In […]