It seems that everyone is focused on non-GAAP financial measures these days, including the SEC. As has been exhaustively reported, SEC Chair Mary Jo White fired the first shot across public company bows back in December 2015,...more
In April 2015, the SEC announced in a first-of-its-kind enforcement action that certain KBR, Inc. confidentiality agreements violated the whistleblower protections of the Dodd-Frank Act by requiring employees and former...more
In late July, executives at thirteen major companies and investor institutions published and widely advertised their “Commonsense Principles of Corporate Governance” for public companies, boards of directors and shareholders....more
Effective August 1, 2016, new Nasdaq Rule 5250(b)(3) requires Nasdaq-listed companies to disclose the material terms of all agreements and arrangements between a director or director nominee and a third party related to...more
Insider trading policies are among the most detailed and confusing of all corporate polices. And though they are not required by any SEC or stock exchange rule, virtually every public company has one. Included in almost every...more
For decades companies have privately issued nonconvertible debt securities to large, sophisticated investors (usually in a Rule 144A transaction) and agreed to exchange those unregistered securities for subsequently issued,...more
A couple of years ago I suggested that companies should consider adding new, or enhancing their existing, sustainability disclosures. The trend toward sustainability (frequently known as “ESG” for environmental, social and...more
In case you missed it, the United Kingdom voted last week to leave the European Union. And while this clearly is a huge global development (if the stock markets, currency exchange rates and headline type sizes are any...more
6/27/2016
/ Capital Markets ,
David Cameron ,
Disclosure Requirements ,
EU ,
Financial Services Industry ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
Publicly-Traded Companies ,
Referendums ,
Regulation S-K ,
Resignation ,
Securities and Exchange Commission (SEC) ,
UK ,
UK Brexit
According to this EmployNews report, the National Labor Relations Board continues to interpret the National Labor Relations Act to prohibit social media policies that restrict employees’ ability to publically complain about...more
Borrowing the title of one of Shakespeare’s most famous comedies seems somehow appropriate to describe last week’s amendment to Form 10-K, which formalizes a company’s ability to include a business and financial summary in...more
SEC personnel frequently speak publicly on a variety of topics. Some speeches are less than memorable, while others so perfectly capture the essence of a subject and provide such practical insight that it would be a shame for...more
As recently as last month I wrote about the SEC’s heightened focus on non-GAAP financial measure disclosures, evidenced by recent pronouncements from SEC Chair Mary Jo White, PCAOB Chair James R. Doty, SEC Commissioner Kara...more
As expected, the SEC last week approved rules proposed by the PCAOB last December that further the PCAOB’s ongoing efforts to enhance audit disclosure practices. The rules require auditors to file with the PCAOB a new Form...more
New accounting standards appear with metronomic regularity. Some are minor and technical, while others clearly will have major consequences once they take effect. ...more
As director duties have become increasingly burdensome and complex, companies have responded with variations on, and additions to, the traditional fee arrangements. It is now common to see equity awards of various...more
The accurate and timely payment of SEC filing fees can be surprisingly challenging, particularly since it is often one of the last tasks performed in the scramble before a filing. The SEC has over the years attempted, with...more
Last year I wrote about the hazards of “non-GAAP disclosure creep,” which can occur as companies become increasingly aggressive with their use of non-GAAP financial measures or simply become bogged down as more and more...more
Amazingly, the SEC staff continues to scrutinize Securities Exchange Rule 14a-4(a)(3)’s proxy card parameters. As you may recall, the staff recently grappled with the ever-murky “unbundling” aspect of that rule: first via...more
Two recent events highlight the ever-shifting dynamic between U.S. and international capital markets. The first, a technical NYSE rule affecting the reporting obligations of foreign private issuers, was subtle. The second,...more
Last year about this time General Electric made a splash with its revamped Form 10-K, which it augmented with a short video introduction from its CEO, Jeff Immelt. This year, GE launched what it calls an Integrated Summary...more
With calendar year-end Form 10-K filings almost completed, you may have noticed the addition of Accounting Standards Update No. 2016-02 “Leases (Subtopic 842)” to the MD&A subsection addressing new accounting standards. In...more
Communication via social media is now standard practice, to some extent, at almost all public companies. What once seemed limited to technology and other “forward-thinking” companies has now made its way into the even the...more
A recent announcement regarding the UK’s Stewardship Code serves as a reminder of the current similarities and differences between the US and UK corporate governance schemes, as well as their ongoing convergence.
By way...more
Not long ago I wrote about a speech by Andrew Ceresney, Director of the SEC’s Division of Enforcement, at the Directors Forum 2016 in San Diego. In his speech, Mr. Ceresney made a point of noting the SEC’s continuing...more
With calendar year companies currently in the midst of drafting their proxy statements, it is time to consider the often overlooked director compensation disclosures.
Changes in director compensation...more