Will clawbacks have an unintended consequence?

by Cydney Posner A recent  study, “Why Do Restatements Decrease in a Clawback Environment? An Investigation into Financial Reporting Executives’ Decision-Making during the Restatement Process,” shows that clawbacks may have unintended consequences.  The study, conducted by an academic at Miami University of Ohio and published in The Accounting Review, showed […]

Another study shows increase in enhanced disclosures regarding the audit committee

by Cydney Posner The Center for Audit Quality and Audit Analytics have jointly released their second-year analysis, Audit Committee Transparency Barometer.  The analysis, which studied proxy statements of companies in the S&P Composite 1500, showed “double-digit growth in the percentage of S&P 500 companies disclosing information in several key areas […]

D.C. Circuit denies SEC’s petition for rehearing en banc in conflict minerals case

by Cydney Posner Hot off the press: The D.C. Circuit today issued a per curiam order denying the petitions of the SEC and Amnesty International for a rehearing en banc in Natl Assoc. of Manufacturers v. SEC, the conflict minerals case. No member of the court even requested a vote.   […]

Nasdaq issues guidance regarding release of material news around market close (reposted)

by Cydney Posner On the heels of the NYSE rule amendment related to material news and trading halts (see this PubCo post ), as noted in thecorporatecounsel.net blog, Nasdaq has followed suit with this Issuer Alert.  The Alert does not reflect a rule change, but does provide guidance regarding the […]

A few nuggets for smaller companies buried in the Drive Act

by Cydney Posner The House has passed a new transportation bill, HR 22, the “Drive Act” – not normally something to write about in the PubCo blog. (Originally, this bill appears to have been the “Hire More Heroes Act,” but was somehow transformed into the Drive Act – go figure.) […]

Are companies making progress in preparing for the new revenue recognition standard?

by Cydney Posner As former Corp Fin Director John White observed during the PLI Securities Regulation Institute last week, the new revenue recognition standard will represent a massive change for many companies. Perhaps with that in mind, SEC Chief Accountant James Schnurr, in an October speech before the UCI Audit Committee […]

SEC Chief Accountant advises on audit committee responsibilities

by Cydney Posner In remarks before the UCI Audit Committee Summit at the end of October, SEC Chief Accountant James Schnurr addressed the importance of the oversight role that audit committees play, providing specific advice on inquiries that audit committee members should pursue. He focuses on four areas: the SEC’s concept […]

Paper debunks seven board myths

by Cydney Posner In “Seven Myths of Boards of Directors,” two academics from Stanford Business School set about debunking some of the most common and persistent expectations regard best practices in board structure, composition and procedure.  The authors contend that these seven myths “are not substantiated by empirical evidence.” 

Highlights from panels with current and former staff of Corp Fin

by Cydney Posner Below are some highlights (from my notes) of the PLI Securities Regulation Institute panel discussions Thursday and Friday with the Corp Fin staff (Keith Higgins, Shelley Parratt, David Fredrickson, Michele Anderson, Karen Garnett) as well as a number of some former staffers, plus some additional discussion from […]