Is a lot more at stake in the conflict minerals case than the conflict minerals disclosure rules?

by Cydney Posner An amicus brief filed in the conflict minerals case, National Association of Manufacturers, Inc. v. SEC, was submitted this week by a group of anti-smoking  and other organizations dedicated to protecting public health: Truth Initiative, Public Health Law Center, National Association of County and City Health Officials, […]

SEC’s new “investor advocate” takes a stand on NYSE proposed rule change

by Cydney Posner Today, the new Investor Advocate, Rick Fleming, issued a statement regarding his “First Official Recommendation” to the SEC.  What was that recommendation? He recommended  that the SEC disapprove the NYSE’s proposed rule change that would exempt certain early stage companies from having to obtain shareholder approval before selling additional […]

Study shows financial restatements are “handbooks of trickery” for copycat peer companies

by Cydney Posner No, it’s not from The Onion.  According to a study reported in CFO.com,  unless the restating company faces regulatory action or shareholder litigation, the company’s competitors may use its financial restatement as a how-to guide.  The study found that, instead of driving peer companies to examine their […]

A “public benefit corporation” takes the IPO plunge (updated)

by Cydney Posner As previously discussed on this blog, a few companies have gone public as “Certified B Corporations,” but now we apparently have the first company to file for its IPO as an actual Delaware “public benefit corporation” (PBC). Earlier this month, Laureate Education, Inc., a global network of […]

PwC 2015 board survey reveals increasing levels of shareholder communications and proactive steps to deter hedge fund activists

by Cydney Posner The recent PwC survey of almost 800 directors of public companies contains some interesting data on directors’ views of communications with hedge fund activist and institutional shareholders, as well as proactive approaches to mitigate the risk of an activist challenge. (For survey results regarding board diversity, see this […]

Reputation management experts advise how to manage a company’s reputation in light of pay-ratio disclosure

by Cydney Posner Even though pay-ratio disclosure will not need to appear in proxy statements before 2018, companies are still starting to fret about how their ratios will compare with their peers and whether an unseemly gap might be detrimental to their reputations and unsettle their work forces.  In this […]

SEC’s Advisory Committee on Small and Emerging Companies recommends harmonizing and expanding disclosure accommodations for small companies

by Cydney Posner At a meeting of the SEC’s Advisory Committee on Small and Emerging Companies at the end of last month, the Committee approved a set of Recommendations about Expanding Simplified Disclosure for Smaller Issuers.  A key focus underlying the recommendations is some effort at harmonizing the jumble of […]