Passive investors: the invisible hand of the marketplace?
by Cydney Posner You might be interested in this article in the WSJ discussing the ascension to power-broker status of passive investors, such as index funds. The article contends that “leverage over America’s corporate boards… increasingly belongs to investors such as [the] pioneers of passive investment funds that track indexes […]
Corp Fin issues new and revised CDIs on Rule 701 and Rule 144(d)
by Cydney Posner More new and revised CDIs from Corp Fin today. This time, the CDIs address Rule 701 and the Rule 144(d) holding period.
Is a proxy contest preferable to a quick settlement with activists? Some institutional investors think so
by Cydney Posner The obvious tension between the interests of long-term investors, such as institutional shareholders, and short-term investors, principally represented by hedge fund activists, has been the subject of much discussion of late. Some observers have claimed, as argued in this NYT DealBook column, that the idea behind the financial […]
Corp Fin posts new CDIs on pay-ratio disclosure
by Cydney Posner Corp Fin has just issued several new CDIs regarding pay-ratio disclosure (S-K Item 402(u)). As you probably recall, the pay-ratio provision mandates that the SEC require most public companies to disclose, in a wide range of their SEC filings: the median of the annual total compensation of […]
CPA-Zicklin Index for 2016 shows companies increase disclosure, oversight and restrictions regarding corporate political spending
by Cydney Posner In light of our proximity to election day — finally — it seemed like a good time to take a look at the CPA-Zicklin Index of Political Disclosure and Accountability, just released for 2016, which annually evaluates corporate practices and disclosure regarding political spending. In a record-breaking year […]
PwC survey of directors showed skepticism on the benefits of shareholder engagement, critical views of some board colleagues and gender splits on board diversity
by Cydney Posner In its annual survey released Tuesday of more than 800 corporate directors, PwC identified ten key findings, including critical views on other board members, split views on board diversity and skeptical views on the benefits of shareholder engagement. Of the directors surveyed, in 2016, 35% thought that at least […]
Establishing disclosure controls for non-GAAP financial measures
by Cydney Posner With the spotlight now on non-GAAP financial measures, companies might find this article in CFO.com to be particularly useful. The article provides practical guidance to help companies establish effective disclosure controls and procedures for non-GAAP financial measures.
Surprise! Compliance Society survey finds compliance programs effective
by Cydney Posner A 2016 survey conducted by the Society of Corporate Compliance and Ethics and the Health Care Compliance Association of their members found that compliance professionals were well worth the cost. (But really, would you have expected them to publish a survey showing that their members and programs […]
Large companies continue to enhance audit committee disclosures voluntarily, but pass on more delicate disclosures
by Cydney Posner With the PCAOB likely to adopt some form of enhanced disclosure requirement for the auditor’s report (see this PubCo post and this PubCo post regarding the reproposal of disclosure of “critical audit matters”), and the SEC contemplating the addition of a number of disclosure mandates for audit […]
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