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 […]
Will we see any big changes resulting from the SEC’s disclosure effectiveness project?
by Cydney Posner Let’s just say that no one at the meeting of the SEC’s Advisory Committee on Small and Emerging Companies yesterday morning had anything nice to say about the SEC’s current disclosure regime, no matter where they sat—as a reporting company, as a banker, as an investor. Particularly […]
SEC on the verge of proposal to implement Dodd-Frank clawback provision
by Cydney Posner The WSJ is reporting that the SEC is on the verge (July 1) of proposing clawback rules designed to implement Section 954 of Dodd-Frank, “recovery of erroneously awarded compensation.” Of course, actual implementation could still be a long way off, as the proposal would be subject to […]
FINRA issues seven new FAQs regarding research conflict-of-interest rules
by Cydney Posner Last week, FINRA released seven new FAQs related to the research conflict of interest rules. In essence, FINRA analyzes the types of facts and circumstances that might be decisive in determining whether certain conduct or communications are prohibited under the conflict-of-interest rules. According to FINRA, the risks […]
Former SEC Chairs and Commissioners to Chair Mary Jo White: failure to mandate political spending disclosure is “inexplicable”
by Cydney Posner Today, two former SEC Chairs and one former Commissioner delivered a letter to SEC Chair Mary Jo White politely berating (well, maybe not so politely) her failure to take action on the 2011 rulemaking petition to require disclosure of the use of corporate resources for political activities.
CooleyAlert: “SEC Proposes New Rules on Pay Versus Performance”
by Cydney Posner See our CooleyAlert on the SEC’s proposed new pay-versus-performance rules. It’s called “SEC Proposes New Rules on Pay Versus Performance: When “Compensation Actually Paid” is Not Compensation Actually Paid and “Company Financial Performance” May be Unrelated to Company Financial Performance.” It’s mighty fine reading!
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