Does the UK’s Modern Slavery Act apply to your company?
by Cydney Posner The UK has adopted the Modern Slavery Act 2015, which imposes specific transparency requirements on many companies doing business in the UK, regardless of where the company is incorporated. Accordingly, the Act will have a broad sweep. See this Cooley Alert prepared by Sarah Pearce and Leo Spicer-Phelps […]
SEC seeks comment on effectiveness of Reg S-X rules that require disclosure about entities other than the reporting company
by Cydney Posner The SEC is requesting comment on certain Reg S-X rules as part of its Disclosure Effectiveness Project. The request relates specifically to the financial disclosure requirements in Reg S-X that require public reporting companies to provide financial information about entities other than the reporting company — acquired businesses, […]
Government shutdown? Sound familiar?
by Cydney Posner The SEC has indicated on its website that, in the event of a federal government shutdown because of “a lapse in appropriations” on October 1, the SEC will remain “open and operational.” Any changes after October 1 will be announced on the SEC’s website. The SEC’s current […]
FASB proposes amendments regarding the concept of “materiality” in the context of disclosure requirements
by Cydney Posner FASB has issued two exposure drafts as part of its disclosure framework project, which is intended to facilitate clearer communication of GAAP information required in notes to financial statements. The two proposals are intended to “clarify the concept of materiality.”
SEC launches rulemaking database
by Cydney Posner The SEC has launched a new database, a Rulemaking Index, which collects on a single site information on rulemaking activity since 2008. The information is grouped together by file number, so that you can see the proposals, final rules and other actions related to a particular rulemaking […]
Trinity Wall Street files cert petition: will SCOTUS delve into the “ordinary business operations” exclusion for shareholder proposals?
by Cydney Posner You might recall Trinity Wall Street v. Wal-Mart Stores Inc, a case involving a shareholder proposal requesting that Wal-Mart’s board of directors develop a policy regarding the sale of high-capacity firearms, such as the AR-15 assault rifle, and other dangerous products. Wal-Mart sought to exclude Trinity’s proposal from […]
Big companies voluntarily enhance audit committee disclosures
by Cydney Posner While the SEC and PCAOB ponder what to do with auditor and audit committee reports, an increasing number of large companies have begun to include more audit committee disclosures on a voluntary basis, according to an analysis by the EY Center for Board Matters. The study looked at […]
Academic study shows insiders beat the market in the “8-K trading gap”
by Cydney Posner A new study, reported in the WSJ, showed that corporate insiders consistently beat the market in their companies’ shares in the four days preceding 8-K filings, the period that the researchers called the “8-K trading gap.” The study also showed that, when insiders engage in open market purchases […]
Second Circuit defers to SEC interpretation of “whistleblower” for purposes of retaliation suit under Dodd-Frank
by Cydney Posner In Berman v. Neo@Ogilvy LLC, a three-judge panel of the Second Circuit reversed and remanded a decision of the SDNY, which had dismissed a claim for retaliation by a former employee on the basis that Dodd-Frank’s whistleblower protections apply only to employees discharged for reporting violations to […]
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