Tag: SEC
Kerfuffle over “conflicting proposal” exclusion: what does it mean for pending shareholder proposals?
by Cydney Posner As we described in our last post on the saga of James McRitchie’s proxy access proposal submitted to Whole Foods Market, Inc., the SEC staff had granted the no-action request of Whole Foods, confirming that the company could omit McRitchie’s proposal from its proxy statement. That proposal would have […]
Whole Foods proxy access saga continues
by Cydney Posner In her NYT column this past Sunday, Gretchen Morgenson provides an interesting update on the saga of James McRitchie’s proxy access proposal submitted to Whole Foods. When we last tuned in, the SEC staff had granted the no-action request of Whole Foods Market, Inc., allowing the company to omit […]
SEC proposes rule amendments to conform registration thresholds to JOBS Act thresholds
by Cydney Posner At the end of last week, the SEC issued a press release indicating that it had voted to propose various amendments to implement portions of the JOBS Act. (In a departure from the norm, the SEC did not hold an open meeting to approve issuance of the […]
How many hours does it take to create pay-ratio rules?
by Cydney Posner The WSJ is reporting that the SEC staff has spent an aggregate of 7,196 hours since 2011 working on the development of the still-in-the-proposal-stage pay-ratio disclosure rules required under Dodd-Frank. According to a letter from SEC Chair Mary Jo White to the House Financial Services Committee, that […]
SEC, Amnesty and others file briefs in support of upholding the conflict minerals disclosure requirement
by Cydney Posner In November, the D.C. Circuit Court of Appeals granted the petitions of the SEC and Amnesty International for panel rehearing in connection with the conflict minerals case, National Association of Manufacturers, Inc. v. SEC. The order of the Circuit Court directed the parties to file supplemental briefs […]
Disclosure Modernization and Simplification Act of 2014
by Cydney Posner This week, the House passed the “Disclosure Modernization and Simplification Act of 2014.” Among other things, the bill would require the SEC: To adopt regs to permit issuers to submit a summary page to the Form 10-K that cross-references to the related material contained in the Form […]
Some ways to shorten 10-Ks and 10-Qs
by Cydney Posner I loved this column from Compliance Week by Scott Taub, former deputy chief accountant and former acting chief accountant at the SEC. It’s full of common sense ideas about how to shorten 10-Ks and 10-Qs, both of which seem to grow exponentially longer every year. Making them shorter […]
Republicans to SEC Chair: delay pay ratio rules. Is a repeal attempt in the offing?
by Cydney Posner The WSJ reports that three Republican congressman — House Financial Services Committee Chairman Jeb Hensarling, and Reps. Scott Garrett and Bill Huizenga — have written to SEC Chair Mary Jo White urging that the SEC stop spending time on the pay-ratio disclosure rules and prioritize completing rulemaking […]
More “broken windows” enforcement from the SEC?
by Cydney Posner Yesterday, the SEC announced that it had sanctioned ten companies (generally, smaller reporting companies traded on OTC Link) for failing to make required Form 8-K disclosures related to financings and unregistered stock sales. Individual penalties were either $25,000 or $50,000, being paid to the SEC in installments.
Study shows whistleblower complaints lead to increased penalties and likelihood of enforcement
by Cydney Posner An academic study, first reported by the WSJ, concludes that, in regulatory enforcement actions brought by the SEC and DOJ alleging financial misrepresentation, employee whistleblowers have a consequential impact on regulatory outcomes, increasing the size of penalties, length of prison sentences and duration of the actions. In addition, […]
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