SEC adopts rules for credit rating agencies

by Cydney Posner At an open meeting this morning, the SEC adopted, by a vote of three to two, rule amendments and new rules to implement provisions of Dodd-Frank applicable to credit rating agencies registered as nationally recognized statistical rating organizations (NRSROs), as well as providers of third-party due diligence […]

SEC approves NASDAQ proposal to eliminate automatic upgrade to Global Select Market

by Cydney Posner The SEC has approved NASDAQ’s proposal, as discussed in this post, to modify Rule 5305 to eliminate the annual review and automatic transfer of companies from the NASDAQ Global Market to the NASDAQ Global Select Market. As a result, NASDAQ will now review Global Market-listed companies for […]

SEC staff to issue guidance related to new revenue recognition standard

by Cydney Posner With 700 pages of new rules released regarding FASB’s new revenue recognition standard, it’s no wonder that companies have a lot of questions about the rules. (For more on the standard, see this post .) According to this article in Compliance Week, the SEC is on the verge […]

Fee-shifting bylaw developments in the courts

by Cydney Posner Those expecting that the Delaware court, in a case involving Hemispherx, would soon address the as-applied validity of a fee-shifting bylaw may be disappointed. (As discussed in this post and this Cooley Alert, the Delaware Supreme has already ruled in another case that a “fee-shifting” bylaw adopted […]

PCAOB set to finalize rule requiring identification of lead audit partner

by Cydney Posner Last week, the WSJ reported that the PCAOB expects to finalize a new rule this September that would require audit firms to disclose the name of the engagement partner for each audit.  The purpose of the rule, according to its proponents, is to encourage auditors to perform […]

Broadridge releases stats for 2014 proxy season

by Cydney Posner As reported in thecorporatecounsel.net blog, Broadridge has released its statistics for this past proxy season (proxy statements for shareholder meetings mailed between March 1, 2014  and  June 14, 2014). As reported by Broadridge, some of the trends include the following:

Are the calls for shareholder democracy merely ceremonial?

by Cydney Posner According to this paper, despite all the sturm und drang associated with corporate governance issues, these issues amount to little more than corporate governance kabuki—highly stylized, symbolic rituals with little substantive effect. (Although, for fun, check out this article from Slate, which tells us that we’re all misusing “kabuki,” […]