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,” […]

Dept. of: What Were They Thinking?

by Cydney Posner As reported in these articles from the NYT‘s DealBook  and Business Insider, the New York State Dept of Financial Services has imposed a $25 million fine on PwC and a two-year ban on its consulting unit. The settlement agreement stated that PwC’s consulting work “did not demonstrate the necessary objectivity, […]

Outsource the Board?

by Cydney Posner Here’s a novel idea: outsource the board of directors.  This article from The Economist reports on a concept outlined in a recent law review article that takes the notion of “professional director” one step further. Boards of directors obviously play a critical role in the corporate world, but, according […]

Has pay for performance reached a tipping point?

by Cydney Posner Are companies starting to take pay for performance more seriously?  That’s the conclusion drawn in this article from CFO.com that reports on a study by comp consultant Aon Hewitt.  While the trend has been prominently discussed for several years, “the depth of that trend may have been […]

The SEC in the crosshairs

First we have a couple of articles discussing a study, “Political connections and SEC enforcement,” in the forthcoming Journal of Accounting and Economics, that purports to show that “[l]ong-term PAC contributions are effective at deterring SEC enforcement.”  Then there is an, shall we say “unflattering,” appraisal in the NYT of […]

The perils of failing to take internal controls seriously

by Cydney Posner Here’s a warning shot across the bow from the SEC to take internal controls –- and representations regarding the same — very seriously. You’ll recall that SOX 404 and related rules instituted a new regime regarding reporting and evaluation of internal control over financial reporting (ICFR), including […]