How often does this happen?
by Cydney Posner As noted in yesterday’s thecorporatecounsel.net blog, the SEC has issued an Order instituting proceedings under Section 19(b)(2)(B) of the Exchange Act to determine whether to disapprove a proposal to amend Sections 312.03(b) and 312.04 (shareholder approval) of the NYSE Listed Company Manual. The proposal would exempt from […]
Institutional shareholders weigh in on pay-ratio disclosure
by Cydney Posner In this article from Bloomberg, institutional investors and proxy advisory firms expressed their views on the value of the SEC’s new pay-ratio disclosure (which, for most companies, will not be reported until the 2018 proxy statement). (See this PubCo post and this Cooley Alert, SEC Adopts Final Pay-Ratio […]
Cooley Alert: SEC Adopts Final Pay-Ratio Rule
by Cydney Posner See our Cooley Alert on the SEC’s final rule on pay-ratio disclosure. It’s called SEC Adopts Final Pay-Ratio Rule.
Revisions to Corp Fin Financial Reporting Manual — (very) limited relief for delinquent filers
by Cydney Posner Corp Fin has today posted revisions to its Financial Reporting Manual. The only change this quarter relates to delinquent filers. The new guidance provides that, in general, Corp Fin will not, through the comment process, require a delinquent registrant to file each one of its delinquent filings […]
Class action charges misrepresentation in policies and disclosures regarding slave labor in supply chain
by Cydney Posner As discussed in this Bloomberg article, Costco and some of its suppliers are facing class action litigation alleging that Costco misled consumers about the use of slave labor and human trafficking in its supply chain for the frozen shrimp it sells. Concerns regarding human trafficking and slave labor […]
New GAO report on conflict minerals compliance
by Cydney Posner By coincidence, the same day that the three-judge panel of the D.C. Circuit struck down (again) a portion of the conflict minerals rule (see this post), the GAO issued a report to Congressional Committees entitled “SEC CONFLICT MINERALS RULE Initial Disclosures Indicate Most Companies Were Unable to […]
Three-judge panel of D.C. Circuit again holds that mandatory disclosure requirement of conflict minerals rule violates First Amendment
by Cydney Posner In November 2014, the D.C. Circuit Court of Appeals granted the petitions of the SEC and Amnesty International for panel rehearing in connection with the conflict minerals case, National Association of Manufacturers, Inc. v. SEC. Today, a three-judge panel of the D.C. Circuit, by a vote of two […]
Do hiring practices lead to earnings management?
by Cydney Posner Yes, according to a study from academics at the University of South Carolina, reported by Reuters. The study showed that U.S. public companies tend to favor hiring accountants “who show a willingness to flatter corporate profits by massaging the numbers.” In the study, which surveyed 41 executive […]
Will more regulation be imposed on stock buybacks?
by Cydney Posner Lots of companies have been buying back their stock in recent years, either on their own initiative because, for example, management thinks the shares are undervalued, or sometimes at the insistence of hedge fund activists bent on increasing the market price of the shares. Now, as discussed […]
In adopting pay-ratio rules, is the SEC just a mime pushing on the sides of an imaginary box?
by Cydney Posner At an open meeting this morning, SEC Commissioner Daniel Gallagher contended that, in its efforts to adopt pay-ratio rules that conform to the Dodd-Frank mandate, the SEC was just putting itself in a box – viewing the Dodd-Frank mandate as so prescriptive that the SEC could only […]
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