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Blog Post
The Securities and Exchange Commission has appointed Jane Norberg as Deputy Chief of the Office of the Whistleblower, which oversees the agency's whistleblower program...
January 19, 2012
News
The SEC says it is gearing up to work on new compensation rules early in 2012, including several new disclosure requirements that are part of the Dodd-Frank Act. The new rules include disclosure of the ratio of CEO pay to employees and the relationship between executive compensation and performance, new...
December 6, 2011
News
It's been nearly 18 months since Congress passed the Dodd-Frank Act, and many of the rules remain to be finalized or even proposed due to delays and other roadblocks. Here's an update on what lies ahead for Dodd-Frank rulemaking, including rules on disclosure of CEO pay ratios, hedging, conflict minerals,...
November 29, 2011
News
Exactly what triggers a selective review by the SEC's Division of Corporation Finance is closely guarded, but former staffers say Corp Fin is on the lookout for several red flags, including unclear and inconsistent filings. Some reviews can be based on a hunch. "Staff is allowed to use common sense...
October 4, 2011
News
Proxy advisory firms such as ISS and Glass Lewis may not have the final say on how shareholders will cast their advisory votes on executive compensation, but they sure do hold a lot of sway on how they go. Companies that want to avoid failing a say-on-pay vote may have...
August 9, 2011
Blog Post
The SEC has postponed deadlines for final rules on the remaining compensation measures contained in the Dodd-Frank Act—including clawback provisions, pay-for-performance, pay ratios, and hedging by employees and directors—until the first half of 2012. They were originally scheduled to be done by the end of the year.
August 2, 2011
News
Per order of the Dodd-Frank Act, the SEC should soon propose rules that require companies to disclose the relationship between executive compensation and company performance. Although many companies already provide that information, some open questions remain, such as how companies should compare their performance metrics with peers. More details inside.
August 2, 2011
News
It is often said that too much of anything is a bad idea. Now two academics have tried to determine whether the same applies to corporate disclosure, and their answer is a cautious yes: Too much disclosure, they say, can skew executive compensation upward and warp executives' decisions about strategic...
July 12, 2011
News
Federal regulators—primarily the SEC—missed all 26 rulemaking requirements of the Dodd-Frank Act in the second quarter of 2011. As the backlog of rules waiting to be adopted grows, companies are forced to delay their plans for compliance. But some say waiting is better than the SEC rushing through rules that...
May 17, 2011
News
This year, what wasn't on the agenda at the World Economic Forum in Davos might be as important as what was. The absence of executive compensation and Wall Street regulatory reform topics may signal a period of calm in corporate governance changes. Inside, Columnists Stephen Davis and Jon Lukomnik give...
February 8, 2011
News
2010 was busy year for compliance officers—and so far at least, 2011 is looking like it could be even busier, with the SEC's whistleblower program and possible proxy access on the way. Inside, Columnist Richard Steinberg makes some predictions about what to expect in the coming year.
December 22, 2010
News
Supreme Court Justice Louis Brandeis' famous words, that "sunshine is the best disinfectant," have been used to justify nearly every disclosure requirement proposed. Yet there are some instances where more disclosure doesn't necessarily benefit market participants. Inside, Columnist Stephen Davis and Jon Lukomnik shine some sunlight on a few of...
December 14, 2010
News
Does a company that has gone private but still carries public debt need to comply with Sarbanes-Oxley? Short answer: Yes, according to Vasiliki Tsaganos, a partner at law firm Fried Frank. Her complete run-down on filing obligations is inside.
December 7, 2010
Opinion
With the Securities and Exchange Commission proposing a slew of changes to proxy disclosure and shareholder communications practices based on the Dodd-Frank Act, it’s time for companies to adopt a “lean forward” approach to investor communications, particularly in the proxy statement. Yet, as companies prepare for the 2011 proxy season,...
November 16, 2010
Opinion
U.S. corporations are growing more concerned that federal lawmakers and regulators have hijacked the traditional corporate disclosure process to fulfill a social agenda. Investors, meanwhile, are being smothered with volumes of data, much of it virtually useless for making investment decisions. How did we get here?
October 19, 2010
News
Regulatory agencies may be preparing yet another deluge of disclosure requirements following passage of the Dodd-Frank Act, but corporate compliance executives say enough is enough—that the reporting obligations imposed on Corporate America now overwhelm them, and do more harm than good.
September 28, 2010
Blog Post
Those involved in any facet of corporate compliance, governance, and/or financial reporting now have a roadmap of sorts for what they can expect to fill up their calendar—and to submit comments on—in the coming months.The Securities and Exchange Commission has laid out a schedule of how it plans to...
September 21, 2010
News
As efforts to revamp U.S. financial regulation move closer to the finish line, a panel of current and former Securities and Exchange Commission officials recently offered their thoughts on what the new regulatory landscape will mean for corporate board directors.
June 15, 2010
Blog Post
With hundreds of staffers at the Securities and Exchange Commission plowing through thousands of filings, it’s too soon for the Division of Corporation Finance to broadly assess how companies are doing in complying with expanded disclosure requirements around executive compensation.But that doesn’t mean they’re not studying the disclosures and...
May 26, 2010
Blog Post
Amid fury over bank bonus pay, the head of the House Financial Services Committee wants the Securities and Exchange Commission to require public companies to disclose the compensation of their top-paid employees who aren't senior executives, which would essentially revive a proposal the agency panned in 2006.Under current SEC...
February 3, 2010