U.K. Bribery Bill Poses Compliance Challenges

British lawmakers are poised to approve a sweeping overhaul of anti-bribery law there, creating an anti-corruption regime every bit as severe as the Foreign Corrupt Practices Act. Anthony Corsi of the law firm Fulbright & Jaworski warns that accompanying guidance won’t be much help to companies, who face “a bit of a quagmire.” Details inside.

Analysis: Behind the Drop
in Financial Restatements

A new study finds that financial restatements continued their downward march in 2009 to levels not seen since the passage of the Sarbanes-Oxley Act in 2002. Is the decline a temporary trend—or did all those investments in internal controls really lead to lasting improvement in financial reporting? Experts offer their thoughts inside.

Small Filers Struggle With Internal Controls Over Fraud

The risk of fraud haunts all companies, but it haunts small companies more than others. So how can non-accelerated filers impose better internal controls despite their small size? “A top-down approach is absolutely essential to architecting an effective control structure in a smaller public company,” says Bob Benoit of consulting firm Lord & Benoit. More suggestions are inside.

New Paper Puts OBO/NOBO Reform Under Spotlight

An influential whitepaper making the rounds in corporate governance circles is advocating that the Securities and Exchange Commission take a go-slow approach to reforming the fractured state of shareholder communications as it prepares for a larger overhaul of proxy rules later this year.

High Court Clarifies Definition of ‘Principal Place of Business’

Corporate America won a notable victory in its endless fight with unhappy litigants last month, when the U.S. Supreme Court delivered much-wanted clarity about how to define a company’s principal place of business. “It’s an important decision for any corporation that does business on a national level,” says Linda Coberly of the law firm Winston & Strawn.

Top Equity Awards in February

Wall Street banks racked up the equity compensation awards last month; they took all 10 slots in Compliance Week’s monthly ranking of the largest restricted stock awards. A downloadable spreadsheet of the awards for February, as well as 2010 and previous years is inside.

The Value of Sustainable Strategies

Companies have many reasons to care about developing a sustainability strategy that attracts socially responsible investors. This month, Compliance Week Columnist Lou Thompson, former CEO of the National Investor Relations Institute, kicks off a two-part series on the subject with a look at the world of investor interest in corporate social responsibility.

Senate Reform Bill Omits
SOX 404(b) Exemption

The regulatory reform bill finally unveiled by Sen. Christopher Dodd on Monday makes no mention of exempting non-accelerated filers from Section 404(b) of Sarbanes-Oxley. It does, however, propose extensive corporate governance changes including shareholder proxy access and shareholder advisory votes on executive pay. Our quick run-down is inside.

NIRI Calls for More Proxy Advisory Firm Oversight

The National Investor Relations Institute is calling on the SEC to tighten oversight and increase disclosures by proxy advisory firms that influence the way many institutional investors vote their shares. “From a company standpoint, the process is very opaque,” says NIRI President and CEO Jeff Morgan. “Their processes need to be more out in the open.”

Cos. Need Not Seek No-Action Relief Under Section 15(d)

Companies seeking to suspend their reporting obligation under Exchange Act Section 15(d) won’t have to seek no-action relief to do so if they meet certain criteria detailed in a new staff legal bulletin issued by the SEC’s Division of Corporation Finance. Details inside.

IRS Extends Timeframe for Uncertain Tax Disclosures

The Internal Revenue Service has extended the public comment period over its plan to require disclosure of uncertain tax positions in corporate tax returns. The IRS said it is stepping back to further develop the proposal, extending the comment deadline to June 1.

Eli Lilly Settlement Includes Four New Compliance Roles

Eli Lilly said it plans to create four new senior-level ethics and compliance positions as part of a deal to settle two shareholder lawsuits, stemming from the improper marketing of a handful of its drugs. Once hired, the new employees will report to Chief Compliance Officer Ann Nobles.

Podcast: Better FCPA Efforts

In this week’s podcast, Compliance Week Editor Matt Kelly talks with Russ Berland of the law firm Stinson, Morrison and Hecker about new anti-bribery guidance from the Organization for Economic Cooperation and Development that could be a blueprint for better FCPA compliance programs in this country. Hear it now.

IRS Eyes Employment Taxes

The Internal Revenue Service is launching a comprehensive review of how companies classify employees and record and report the appropriate payroll taxes. The IRS says it will conduct 2,000 random audits over each of the next three years to ensure proper compliance. More details inside.

Poll: Cos. Preparing for IFRS

A KPMG poll of more than 2,000 executives has found that many companies are preparing for implementation of International Financial Reporting Standards in the United States, despite the SEC’s lack of a definite timeline for adoption. Twenty-six percent said they’re not changing their plans; 8 percent said they’re accelerating them.

Report Spotlights CEO Pay

A preliminary analysis of 180 companies reveals that median total CEO bonus payouts fell 22 percent in fiscal 2009, from $882,105 in 2008 to $689,000 last year, according to research firm Equilar. More details on the report’s findings are inside.