More than half of poll respondents plan to disclose “more than the minimum” under pay-versus-performance rules
by Cydney Posner A poll conducted by compensation consultant Towers Watson in the course of its webcast on the SEC’s proposed pay-versus-performance disclosure rules revealed that, if the rules are adopted, more than half of the respondents expect to disclose “more than the minimum” required under the SEC proposal and […]
SEC to consider requiring disclosure of audit firm tenure and name of engagement partner
by Cydney Posner The SEC is expected to issue its concept release on improving audit committee reports “soon” (whatever that means) according to Compliance Week, and among the topics the SEC will examine is whether those “reports should include the audit firm’s tenure and the name of engagement partners.” If this […]
Executive compensation — a trigger for hedge fund activism?
by Cydney Posner Is executive pay becoming a hot button issue for activist hedge funds? While executive pay has long been under scrutiny from standard-issue corporate governance activists, such as union pension funds, the interest of some hedge fund activists in executive compensation issues has the potential to introduce a […]
House aims to stop SEC from requiring political spending disclosure — companies increasingly “volunteer” spending information
by Cydney Posner It may seem early to you to be thinking about Christmas, but not to Congress. In fact, it’s just that time of year again when Congress uses annual appropriations bills as a Christmas tree for all of its favorite ornaments. In this year’s financial services spending bill, […]
A hug before they both exit: Commissioners Aguilar and Gallagher present joint recommendations for new transfer agent rules
by Cydney Posner Here’s a novel pairing: SEC Commissioners Aguilar and Gallagher, both of whom are scheduled to leave their posts at the SEC, today issued a joint statement about the need to modernize the SEC’s transfer agent rules, which govern the approximately 450 U.S. transfer agents. This may be one […]
Are non-GAAP financial measures coming under renewed scrutiny?
by Cydney Posner Potential misuse of non-GAAP financial measures may be causing some consternation once again…in the press at least. In the wake of the Enron scandal and the dot-com bust in 2003, the SEC adopted Reg G and related amendments to Reg S-K to prevent public disclosure of misleading […]
Study shows decline in accuracy of research analysts
by Cydney Posner Here’s an interesting report from Bloomberg on a soon-to-be-published study that concludes that stock analysts are actually worse at predicting corporate earnings now, after a number of regulatory actions to increase transparency and prevent research analyst conflicts of interest, than they were prior to these actions. In […]
WSJ reports SEC Enforcement looking at failures to disclose alliances among hedge fund activists
by Cydney Posner The WSJ reports that the SEC is investigating whether some hedge fund activists formed 13D “groups” but failed to make appropriate disclosure of their alliances. Under Rule 13d-5, when two or more persons agree to act together for the purpose of acquiring, holding, voting or disposing of […]
No such thing as too much analysis
by Cydney Posner Or, at least, that seems to be the position of the SEC staff following the tongue–lashing it suffered in 2011, when the D.C. Circuit tossed out the SEC’s mandatory proxy access rules. (See these news briefs.) You may recall that plaintiffs Chamber of Commerce and Business Roundtable had […]
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