Ninth Circuit addresses SOX 304 clawback requirements and liability for Rule 13a-14 false certifications
by Cydney Posner A new case from the 9th Circuit, SEC v. Jensen, is the first circuit court case to confirm the SEC’s position that the “clawback” provisions of SOX 304 provide for a disgorgement remedy against CEOs and CFOs when the issuer has restated its financial statements as a […]
The unintended consequences of say on pay
by Cydney Posner This post from the Columbia Law School CLS Blue Sky blog, “Should Say-on-Pay Votes Be Binding?,” by two executives from the Institute for Governance of Private and Public Organizations in Canada, in exploring the issue raised in the post’s title, looks at the question of the effectiveness and […]
Study finds disclosure of “critical audit matters” may reduce legal exposure for auditors
by Cydney Posner When the PCAOB originally floated the idea of an expanded audit report in 2011, the proposal fueled quite a controversy. Supporters of the concept contended that the current form of the auditor’s report was just boilerplate that “tells investors little of substance about a company’s true condition,” while […]
BDO analysis of tech industry risk factors shows increased impact of cybersecurity and M&A concerns
by Cydney Posner An analysis by audit firm BDO of the incidence of disclosure of various risk factors among tech companies over five years reflects increased emphasis on security breaches, the impact of M&A (including goodwill impairment) and accounting and internal control compliance as key issues affecting the industry. Regulatory […]
It’s back to square one: pay CEOs with short-term incentives?
by Cydney Posner How to structure executive pay to drive performance over the long term—while avoiding pay levels that would be considered excessive—is a conundrum for compensation committees, consultants, proxy advisory firms and others involved in setting or analyzing executive compensation. And the analysis has only become more complex since […]
SEC proposes to require exhibit index hyperlinks
by Cydney Posner The SEC has just issued a proposal to amend the rules to require that exhibits to registration statements and reports contain hyperlinks to the exhibits in the exhibit index and that these filings all be made in HTML format. The proposal, which was made in “furtherance of […]
SEC sets fee rates for fiscal 2017
by Cydney Posner On August 31, the SEC announced that the fees for registration of securities and certain other transactions in fiscal 2017 will be $115.90 per million dollars, up from $100.70 per million dollars last year. These rates are set each year to levels the SEC projects will generate collections […]
When the SEC speaks about non-GAAP measures, it turns out that most companies listen
by Cydney Posner In this article, the WSJ reports on new data, prepared for the WSJ by Audit Analytics, showing how faithfully companies have conformed their disclosures to the recent guidance from the Corp Fin staff on non-GAAP financial measures. (See this PubCo post.) As more and more companies have prominently […]
Employees on boards — headed across the Atlantic?
by Cydney Posner As discussed in this PubCo post, in a speech delivered in July, the about-to-be new U.K. Prime Minister and leader of the Conservative Party, Theresa May, advocated strenuously for a number of corporate governance reforms, an approach she herself characterized as “something radical.” Among the reforms that May surprisingly […]
GAO issues second annual conflict minerals report
by Cydney Posner The GAO has issued its annual conflict minerals report to Congress, entitled “Companies Face Continuing Challenges in Determining Whether Their Conflict Minerals Benefit Armed Groups.” The GAO is required to report annually on the effectiveness of the SEC’s conflict minerals rule in promoting peace and security in […]
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