Study shows that investment in material sustainability issues yields higher performance
by Cydney Posner With the SEC asking proactively in its concept release (see this PubCo post) whether to mandate sustainability disclosure, the question of the relevance to investors of sustainability issues has assumed a new prominence. According to the SEC, some investors have requested more disclosure of a variety of […]
CEO group offers list of commonsense corporate governance principles
by Cydney Posner A group of CEOs of major public companies and institutional investors, including Jamie Dimon, Warren Buffett, Larry Fink, Mary Barra and Jeff Immelt, among others, have developed a list of “commonsense corporate governance principles,” designed to generate a constructive dialogue about corporate governance at public companies. According […]
More on the SEC’s Disclosure Update and Simplification Proposing Release
by Cydney Posner In her statement at the SEC open meeting to vote on issuing the “Disclosure Update and Simplification Proposing Release,” SEC Commissioner Kara Stein protested that “this proposal may be framed in such a hyper-technical way that it fails to provide a bona fide opportunity for a wide […]
Corp Fin staff issues new CDI on when shareholder efforts to influence management affect eligibility to use Schedule 13G
by Cydney Posner The Corp Fin staff continues to dribble out new CDIs, with the newest relating to circumstances when, under Rule 13d-1, shareholder efforts to influence management will affect the shareholder’s eligibility to use Schedule 13G. Rule 13d-1 provides, in part, that Schedule 13G may be filed in lieu of Schedule 13D […]
Center for Audit Quality provides tool to help audit committees assess non-GAAP financial measures
by Cydney Posner The Center for Audit Quality has released a new tool, Questions on Non-GAAP Measures: A Tool for Audit Committees, to help audit committees cope with non-GAAP financial measures (NGFMs). Rather than provide a checklist, the CAQ provides examples of sample questions that audit committees should consider asking of management […]
Corp Fin staff issues new CDI regarding representations required in Exxon Capital Exchanges
by Cydney Posner Corp Fin has posted a new CDI regarding the use of Form S-4 in connection with so-called “Exxon Capital” exchanges. In an Exxon Capital exchange (Exxon Capital Holdings Corporation (April 13, 1988)), an issuer that has privately sold non-convertible debt (or certain other securities) to large, sophisticated […]
SEC votes to propose rule amendments to eliminate outdated or redundant provisions
by Cydney Posner At an open meeting today, the SEC voted to take an interim step in its disclosure effectiveness project, proposing amendments “to eliminate redundant, overlapping, outdated, or superseded provisions,” in light of subsequent changes to SEC disclosure requirements as well as GAAP and IFRS requirements. This is not […]
House votes to “defund” disfavored SEC rules, potential rules and guidance
by Cydney Posner On Friday, the House passed H.R. 5485, the Financial Services and General Government Appropriations Act for fiscal year 2017, which includes appropriations for the SEC. As noted here and here, included as part of the bill were several amendments directed at defunding SEC rules, potential rules and […]
Corp Fin Chief Accountant sheds more light on non-GAAP CDIs
by Cydney Posner In a webcast yesterday, “Non-GAAP Disclosures: The SEC Speaks,” sponsored by TheCorporateCounsel.net, Corp Fin Chief Accountant Mark Kronforst, speaking for himself and not the SEC, shed more light on the recent guidance from the Corp Fin staff on non-GAAP financial measures (NGFMs). (See this PubCo post.) Kronforst […]
SEC Chair White discusses potential SEC coming attractions: sustainability reporting
by Cydney Posner In a speech last week to the International Corporate Governance Network Annual Conference, the last agenda item discussed by SEC Chair Mary Jo White was the current state of sustainability reporting. The bottom line: the “issue has our attention.”
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