News & Analysis as of

Financial Restatements

Charles E. Rounds, Jr. - Suffolk University...

Incorporating into a trust instrument a nonjudicial mechanism for effectuating on an ongoing basis the wishes of the deceased...

There is much to commend in O’Brien, Proposing a Model Antilapse Clause, 48 ACTEC L. J. 257 (2023), particularly its flagging of the doctrinal and practical flaws in Uniform Probate Code §2-707, which would apply the...more

White & Case LLP

Key Considerations for the 2024 Annual Reporting Season: Your Upcoming Form 20-F and other FPI-Specific Considerations

White & Case LLP on

This memorandum outlines key considerations from White & Case's Public Company Advisory Group for foreign private issuers ("FPIs") during the 2024 annual reporting season, divided into two sections: Form 20-F Housekeeping...more

Venable LLP

December 1 Deadline Nears for Adoption of Clawback Policies

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Companies that are listed on the Nasdaq Stock Market or the New York Stock Exchange are required to adopt a clawback policy that provides for the recovery from any current or former executive officers of incentive-based...more

BCLP

Issues and Considerations Involving the Recovery of Executive Officer Compensation

BCLP on

At the recent meeting of the Employee Benefits and Executive Compensation Subcommittee at the ABA’s Business Law Fall meeting, moderators identified several hot topics stemming from the new compensation recovery (clawback)...more

BCLP

Time to Get Ready for the 2024 Reporting Season

BCLP on

As companies look ahead to the upcoming proxy and annual report season, the SEC has generated a number of new items to add to your compliance checklist – in addition to those covered in last year's list. Those items, along...more

Skadden, Arps, Slate, Meagher & Flom LLP

Ten Key Factors for Boards To Consider When Weighing an Internal Investigation

Suppose you are a member of an audit committee and learn about a whistleblower complaint alleging wrongdoing at the company. Maybe it’s just an aggrieved former employee, and it has no merit. Maybe you should direct the...more

Womble Bond Dickinson

SEC Adopts Long-Awaited Clawback Rules

Womble Bond Dickinson on

On October 26, 2022, the Securities and Exchange Commission (“SEC”) adopted rules1 implementing Section 10D-1 of the Securities Exchange Act of 1934, a provision added by the Dodd-Frank Act of 2010, which will require listed...more

Latham & Watkins LLP

How to Navigate the SEC’s New Clawback Rules

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The rules direct stock exchanges to require issuers that are publicly listed in the US to adopt clawback policies for the mandatory recovery of erroneously awarded incentive compensation... ...more

Cooley LLP

SEC adopts final rules on compensation clawbacks in the event of financial restatements—“big R” and “little r”

Cooley LLP on

You might remember back to 2015 when the SEC initially proposed rules to implement Section 954 of Dodd-Frank, the clawback provision. The SEC did not then consider adoption of the proposal in the ordinary course, instead...more

Goodwin

Dismissal of Putative Securities Class Action for Plug Power Inc.

Goodwin on

​​​​​​​On September 29, 2022, U.S. District Judge Edgardo Ramos of the Southern District of New York dismissed a putative securities class action against Plug Power Inc. and certain of its officers. Plaintiff brought suit...more

Holland & Knight LLP

SEC Showing Its Claws with Increased Focus on Recouping Executive Comp

Holland & Knight LLP on

The government's focus on clawbacks is at a fever pitch. At the Practicing Law Institute's SEC Speaks conference earlier this month, senior officials within the SEC's Division of Enforcement emphasized the agency's increasing...more

Cooley LLP

What happened with financial restatements in 2021?

Cooley LLP on

Audit Analytics has just posted its 2021 annual review of financial restatements, which this year covered a 21-year period. The review showed a 289% increase in the number of restatements to 1470, the highest level of...more

Stinson - Benefits Notes Blog

Time is Running out for IRS ‘Pre-Approved’ 401(k)/Defined Contribution Plan Sponsors to Meet the July 31, 2022 ‘Cycle 3’ Deadline

Employers sponsoring 401(k) or other types of defined contribution plans “pre-approved” by the Internal Revenue Service (IRS) should be aware that the restatement deadline is quickly approaching. The IRS requires pre-approved...more

WilmerHale

SEC OCA Waves Big Red Flag About “Little R” Restatements

WilmerHale on

SEC Acting Chief Accountant Paul Munter released a statement last week, Assessing Materiality: Focusing on the Reasonable Investor When Evaluating Errors (the “Statement”), that is sure to become required reading for any...more

Ary Rosenbaum - The Rosenbaum Law Firm P.C.

Watch that bonus deferral election

When there is a plan restatement process, every retirement plan document provider adds some tweaks and removes some tweaks from their plan document....more

Faegre Drinker Biddle & Reath LLP

Online Retailers Beware: Texas Supreme Court to Consider Whether Amazon Is a “Seller” - Faegre Drinker on Products

The Texas Supreme Court is set to determine whether Amazon can be considered a “seller,” and thus held liable, for a defective product sold through its website, in the case of McMillan v. Amazon.com, Inc., No. 20-20108, 2020...more

Ary Rosenbaum - The Rosenbaum Law Firm P.C.

Time to change provisions, get that built into the restatement

With the restatement process underway, it certainly makes sense to review your plan document and see which provisions could use a little tinkering...more

Ary Rosenbaum - The Rosenbaum Law Firm P.C.

A restatement could be time for a plan housecleaning

A restatement process isn’t required by the Internal Revenue Service so that ERISA attorney can bill for drafting new plan documents. It’s required so that a retirement plan has a document that is current with the law....more

Foley & Lardner LLP

Compensation Clawbacks: Trends and Lessons Learned

Foley & Lardner LLP on

Executive compensation clawback policies continue to grow in popularity. Although the Securities and Exchange Commission (SEC) has not yet finalized its rules under the Dodd-Frank Wall Street Reform and Consumer Protection...more

Holland & Hart - The Benefits Dial

Call to the Post…Cycle 3 Restatement Considerations

Just as the Kentucky Derby will finally be run this Saturday, the race for plan restatements has also begun….although this race will last longer than “the most exciting two minutes in sports.” Pre-approved plans – plan...more

Ary Rosenbaum - The Rosenbaum Law Firm P.C.

Don’t forget that DB restatement date

The Internal Revenue Service (IRS) has established a process that requires all retirement plan sponsor who have adopted a pre-approved retirement plan to restate their plans once every six years to reflect changes in the...more

Pillsbury Winthrop Shaw Pittman LLP

The State of Play on Clawbacks and Forfeitures Based on Misconduct

On July 1, 2015, the SEC issued proposed rules implementing Section 954 of the Dodd-Frank Act, which would obligate national securities exchanges to adopt listing standards that require listed companies to adopt and disclose...more

Ballard Spahr LLP

ALI annual meeting ends with uncertain future for Restatement of the Law, Consumer Contracts

Ballard Spahr LLP on

I am pleased to report that as a result of the efforts of its business and consumer critics (among whom I include myself), the Tentative Draft of the Restatement of the Law, Consumer Contracts was put “on hold” yesterday at...more

Cooley LLP

Blog: Audit Analytics studies long-term capital market consequences of restatements

Cooley LLP on

Studies have shown that, following announcement of a restatement, stock prices are abnormally negative for the period 20 to 30 trading days after the announcement. But what happens after the restatement is actually filed? ...more

A&O Shearman

SEC Files Settled Action Concerning Accounting Issues That Led To A Restatement In 2014

A&O Shearman on

On July 2, 2018, the Securities and Exchange Commission (“SEC”) entered into a settlement with Houston-based global engineering, construction, and services company KBR, Inc. (“KBR” or the “Company”) over accounting issues...more

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