The perils of failing to take internal controls seriously
by Cydney Posner Here’s a warning shot across the bow from the SEC to take internal controls –- and representations regarding the same — very seriously. You’ll recall that SOX 404 and related rules instituted a new regime regarding reporting and evaluation of internal control over financial reporting (ICFR), including […]
Shareholders reject fewer golden parachutes this year
by Cydney Posner As reported in this article in the WSJ, compensation consultant Towers Watson is reporting that shareholders seem to be more willing this year than last to approve golden parachutes in the context of acquisition transactions. As you know, Dodd-Frank and related rules require that, in connection with solicitation […]
NASDAQ proposes to eliminate automatic upgrade to Global Select Market
by Cydney Posner NASDAQ has proposed to modify its rules to eliminate the automatic transfer of companies from the NASDAQ Global Market to the NASDAQ Global Select Market. You may recall that NASDAQ has three listing tiers: the NASDAQ Global Select Market, the NASDAQ Global Market, and the NASDAQ Capital […]
House proposal for regulatory reform: could it be used to stymie securities regulation?
by Cydney Posner Could a proposal intended to address “regulations that disproportionately burden low-income households,” have an impact on securities rules and regulations promulgated by the SEC? On July 24, the House Budget Committee (Chair Paul Ryan) released a Discussion Draft for legislation called “Expanding Opportunity in America.” While most […]
Efforts on the rise to enhance shareholder-director engagement
by Cydney Posner Earlier this year, two proposals were floated to enhance shareholder engagement with directors, one from a working group called the Shareholder-Director Exchange and the other from The Conference Board. While it may now be almost de rigueur for management to engage with shareholders, engagement between shareholders and […]
En banc opinion of D.C. Circuit upholds American Meat Institute case — what does it mean for the conflict minerals case?
by Cydney Posner Today, the D.C. Circuit issued its en banc opinion in American Meat Institute v. U.S. Dept. of Agriculture, upholding the mandatory disclosure regulation at issue in that case. You may recall that this case concerned the USDA’s country-of-origin labeling rule, which AMI argued compelled disclosure in violation […]
Study shows fewer and less severe restatements over decade post-SOX
by Cydney Posner Apparently, SOX had some a beneficial impact on financial reporting. An academic study commissioned by the Center for Audit Quality reveals a substantial decline in both the number and severity of financial restatements during the period 2003 through 2012. The study was intended to consider the impact […]
Some notes to the SEC from the House and Senate
by Cydney Posner As if we needed more evidence of dysfunction in our legislative branch, both the Senate and House have floated appropriations bills that include little “love notes” to the SEC. Both address some of their respective hot buttons. The House bill (HR 5016) has been adopted, while the […]
Delaware Chancery Court may consider validity of fee-shifting bylaw
by Cydney Posner As discussed in this Cooley Alert, “Delaware Supreme Court Holds Fee-Shifting Bylaw Facially Valid,” in May of this year, in ATP Tour, Inc. v. Deutscher Tennis Bund, the Delaware Supreme Court held that a “fee-shifting” bylaw adopted by a board was “facially valid” under Delaware law. (Generally, […]
FASB issues an update for accounting for certain performance-based awards
by Cydney Posner FASB has released an accounting standard update related to the accounting for certain performance-based equity awards under FASB ASC Topic 718, Compensation—Stock Compensation. The title of ASU 2014-12 tells the story: Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be […]
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