SEC to adopt pay-ratio rules without broad exclusions, reports WSJ

by Cydney Posner The SEC may adopt final pay-ratio rules, mandated by Dodd-Frank, possibly as early as next week.  More significantly, according to the WSJ, the final rules will be adopted “without broad exclusions sought by companies.” The pay-ratio proposal requires most public companies to disclose the relationship of CEO pay […]

Cooley Alert: SEC Proposes Long-Awaited Compensation Clawback Rule

by Cydney Posner See our Cooley Alert on the SEC’s new rule proposal regarding recovery of erroneously awarded compensation, the so-called clawback rule.  It’s called SEC Proposes Long-Awaited Compensation Clawback Rule.

NACD suggests questions for boards to ask cybersecurity officers

by Cydney Posner As reported in the WSJ, the National Association of Corporate Directors advises that boards ask their companies’ chief information security officers some pointed questions about cybersecurity risks. Often, boards just ask whether the company is vulnerable to cyberattacks like those recently experienced at the U.S. Office of […]

Does auditor rotation impair professional skepticism?

by Cydney Posner CFO.com is reporting on a study published in a leading accounting journal The Accounting Review (payment required) that reaches the counter-intuitive conclusion that auditor rotation  actually impairs professional skepticism.  Skepticism is “a perspective universally viewed as essential to effective auditing. The primary reason traditionally advanced to require […]

Some notes from the SEC’s Investor Advisory Committee meeting

by Cydney Posner Today, at a meeting of the SEC’s Investor Advisory Committee, the committee heard various updates regarding proxy season, shareholder rights  and related matters. Pat McGurn of ISS discussed the past proxy season, which he viewed as “one of the strangest” ever.  Why strange? Because of the impact […]

Third Circuit renders opinion in Trinity Wall Street v. Wal-Mart (and admonishes SEC to issue new guidance)

by Cydney Posner Yesterday, the Third Circuit finally rendered its opinion  in Trinity Wall Street v. Wal-Mart Stores Inc, a case involving a shareholder proposal submitted by Trinity Wall Street requesting that Wal-Mart’s board develop a policy regarding the sale of high-capacity firearms and other dangerous products. Wal-Mart sought to […]

SEC issues concept release regarding potential additional audit committee disclosures

by Cydney Posner The SEC hasn’t issued a concept release since 2011, but that’s changed now with the posting of this concept release regarding possible revisions to audit committee disclosures (foreshadowed in this post). The concept release seeks public comment on possible new reporting requirements focused on the audit committee’s  responsibilities […]