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Board Diversity and Political Contributions Disclosure Continue to Get ISS...
On December 19, 2013, ISS published its U.S. Proxy Voting Summary Guidelines that are effective for meetings of stockholders held on or after February 1, 2014. This blog post highlights ISS’ position...
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Disclosure Pendulum May Start Swinging Back
During the last decade, I have been continuously amazed with the increasing level of public company regulation. The general direction of the Sarbanes-Oxley Act and the Dodd-Frank Act, and naturally...
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To Unbundle or Not to Unbundle Multiple Amendments? There Is Still No Clear...
On January 24, 2014, the SEC issued three unbundling Compliance and Disclosure Interpretations (C&DIs), in an apparent response to the decision of the U.S. District Court of the Southern District...
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2014 Winter Olympics and Full Disclosure
The media coverage leading up to the 2014 Winter Olympics looked like full disclosure of risk factors in an SEC filing, ranging from risks of terrorist attacks to the lack of shower curtains in hotels...
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Snowed In…
As I sit at home working remotely (AGAIN!) due to the latest snowstorm, I am struck by the thought of how paralyzing this winter has been. Similar to Hurricane Sandy in 2012, this snowy and icy winter...
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SEC Pays Close Attention to Cybersecurity Issues
On February 14, 2014, the SEC announced that it will hold a cybersecurity roundtable on March 26 to discuss the issues and challenges cybersecurity raises for investors and public companies. The SEC’s...
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SEC Announces the Agenda of Its Cybersecurity Roundtable; Target Corporation...
We have previously blogged about March 26 SEC cybersecurity roundtable and the SEC paying close attention to cybersecurity issues, especially on the heels of the cybersecurity breaches faced by Target...
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SEC Holds Cybersecurity Roundtable
On March 26, 2014, as we have previously blogged, the SEC hosted a cybersecurity roundtable to address the growing “cyber-threat” faced by public companies and other capital markets participants. The...
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Recent Panel Discussion of Enhancing the Audit Committee Report: A Call to...
On April 22, 2014, the John L. Weinberg Center for Corporate Governance and the Center for Audit Quality, hosted a panel discussion of a recent report, Enhancing the Audit Committee Report: A Call to...
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Is the Disclosure Pendulum Swinging Back?
At the beginning of this year, I blogged about the SEC Staff Report on Public Company Disclosure issued on December 20, 2013, which has an ambitious goal of modernizing and simplifying the disclosure...
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Commissioner Aguilar Shares His Views on Directors’ Oversight of Cyber-Risk...
On June 10, 2014, Commissioner Luis A. Aguilar spoke at a NYSE conference, “Cyber Risks and the Boardroom,” about what boards of directors should do to ensure that their companies are appropriately...
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Cybersecurity as an Investment Risk
PricewaterhouseCoopers LLP (PwC) and Investor Responsibility Research Center Institute (IRRCi) have weighed in on the cybersecurity issue from an investor’s point of view in their paper called What...
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ISS’ FAQs on Equity Plan Data Verification – Roadmap for Proxy Statement...
If you have a proposal to adopt or amend the company’s equity plan in the proxy statement that you file with the SEC after September 8, 2014, then you can use a new data verification portal recently...
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MD&A Lessons Learned from Broadwind Energy
On February 5, 2015, the Securities and Exchange Commission charged Broadwind Energy, Inc. (Broadwind), its former Chief Executive Officer and its Chief Financial Officer for accounting and disclosure...
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Sec Proposes Anticipated Rules on Pay-Versus-Performance Disclosure
On April 29, 2015, the SEC, in a 3-2 vote of the SEC Commissioners, approved proposed rules (the “pay-versus-performance disclosure”) that would require an issuer to disclose the relationship between...
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EQUITY CROWDFUNDING HAS FINALLY ARRIVED – SEC ADOPTS FINAL RULES ON CROWDFUNDING
On October 30, 2015, the Securities and Exchange Commission (“SEC”), in a 3-1 vote of the SEC Commissioners, approved final rules to adopt Regulation Crowdfunding, which sets forth the framework by...
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SEC’s Views on Risk Factor Disclosures
On April 13, 2016, the SEC issued a Concept Release, Business and Financial Disclosure Required by Regulation S-K. In this release, which is part of the SEC’s initiative to review and improve its...
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Non-GAAP Financial Measures – Agenda Item for Upcoming Audit Committee Meetings
On June 27, 2016, SEC Chair Mary Jo White delivered a speech, which focused, in part, on non-GAAP financial measures, which have become the new old “hot button” issue for the SEC. Chair White strongly...
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What Is Good Corporate Governance? A Commonsense Approach
It seems to be a very simple question that does not always produce a clear-cut response. A group of high profile executives, including CEOs of major US corporations, tried to reach consensus on...
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Conflict Minerals Rule and Pay Ratio Rule… Are Changes Forthcoming?
Conflict Minerals Rule Acting SEC Chairman Michael S. Piwowar issued a statement[1] on January 31, 2017 directing the SEC staff to reconsider whether the 2014 Guidance is still appropriate and whether...
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