Update on proxy access proposals
by Cydney Posner What’s the latest on proxy access proposals? As you may recall, the line drawn so far by Corp Fin has been that, where the shareholder proposal related to initial adoption of proxy access, Corp Fin has continued to grant no-action relief and permit exclusion of proxy access proposals as […]
In her final speech as SEC Chair, White identifies current trends assailing SEC independence
by Cydney Posner Mary Jo White took the occasion of her final speech as SEC Chair, presented to the Economic Club of New York, to discuss how to maintain the role of the SEC as an effective financial regulator and how the SEC can “continue as a strong independent agency […]
SEC charges company with violations of the rules related to non-GAAP financial measures
by Cydney Posner The Corp Fin staff have been dropping hints for quite a while about potential enforcement actions in connection with abuses of non-GAAP financial measures (see, e.g., this PubCo post), and an interesting one has now materialized. In an Order released today, the SEC announced settled charges against MDC […]
KPMG surveys audit committee concerns
by Cydney Posner What are audit committee members’ greatest concerns? Audit committee members participating in KPMG’s 2017 Global Audit Committee Pulse Survey identified risk management as the biggest challenge for audit committees in 2017, with 42% of those surveyed characterizing their existing risk management programs as requiring “substantial work,” and […]
It didn’t take long — House passes bills to “regulate” the regulators
by Cydney Posner Welcome to the future! On Wednesday, the House Republicans (with five Democratic votes) passed H.R. 5, the Regulatory Accountability Act of 2017, a bill that would change the way federal agencies issue regulations and guidance. This bill would require agencies to, as part of their rulemaking processes, […]
Is there a fix for short-termism?
by Cydney Posner Much has been written about the problems associated with the prevalence of short-term thinking in corporate America. As noted in a post from The Harvard Law School Forum on Corporate Governance and Financial Regulation, a recent academic study revealed that “three quarters of senior American corporate officials […]
Likely interim SEC Chair spells out his priorities
by Cydney Posner According to this article in the WSJ, SEC Commissioner Michael Piwowar, who will probably become acting Chair when current Chair Mary Jo White steps down this month, has agreed with fellow Commissioner Kara Stein about various rulemakings that they might pursue in the interim until nominee Jay […]
Why does management seek to exclude shareholder proposals?
by Cydney Posner In this recent preliminary working paper, Why Do Managers Fight Shareholder Proposals? Evidence from No‐Action Letter Decisions, academics at the USC Marshall School of Business attempt to determine why corporate management seeks to exclude shareholder proposals: are corporate managers acting as “responsible managers” who view shareholder proposals […]
ISS and Glass Lewis Update 2017 Proxy Voting Policies
by Cydney Posner If you haven’t already, please check out our recent Cooley Alert, ISS and Glass Lewis Update 2017 Proxy Voting Policies. It’s a great way to start the new year and a lot more fun than a diet!
Audit committee oversight of the new revenue recognition standard: Center for Audit Quality comes to the rescue
by Cydney Posner As discussed in this PubCo post, the SEC’s Office of the Chief Accountant has continued to beat the drums to encourage companies and their audit committees to hunker down and address the impending effectiveness in 2018 of the new revenue recognition standard, particularly with respect to assessment […]
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