Good news for employers grappling with healthcare reforms under the Patient Protection and Affordable Care Act: The mandate for employers to report the cost of coverage under their group health plans in 2011 has been delayed. The Internal Revenue Service has made the W-2 reporting requirement optional for 2011 in order to give employers more […]
Melissa Klein Aguilar
Posted inFrom the Archive
Data Shows Employee Fraud Incident Reports Declining
A reminder to compliance executives that it might be a good time to check what’s going on with your firm’s reporting hotline, if you haven’t done so lately: Recent data shows fraud incident reporting by employees is on the decline. Following a surge of in-house fraud reporting last year, fraud incident reports have returned to […]
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SEC Proposes Say-on-Pay, Proxy Vote Reporting Rules
They’re here: The Securities and Exchange Commission has proposed rules requiring companies subject to the federal proxy rules to give shareholders advisory votes on executive compensation and “golden parachute” arrangements, and to require institutional investment managers to report on their votes on executive compensation and “golden parachute” arrangements. That’s in line with the Commission’s expected […]
Posted inRegulatory Enforcement
Court: Executives Can’t Unload Clawback Liabilities
A federal appeals court has sealed off one loophole in the Sarbanes-Oxley Act regarding clawbacks of executive pay: No, a corporation cannot agree to cover future penalties for CEOs or CFOs who might run afoul of the rules. The case, Cohen v. Viray, is the first to address whether a company can indemnify a CEO […]
Posted inRegulatory Enforcement
Delaware Sides With Shareholders in ‘Plurality Plus’ Case
Companies with a “plurality plus” standard for electing corporate board directors have a new warning to contemplate from the Delaware Supreme Court: Yes, you can ignore shareholder votes calling for a director’s ouster, but it will come at a price. The case in question, Westland Police & Fire Retirement System v. Axcelis Technology, is the […]
Posted inRegulatory Enforcement
SEC Dodd-Frank Derivatives, ABS Rulemaking Underway
The Securities and Exchange Commission has begun a wave of Dodd-Frank Act-mandated rulemaking aimed at closing the regulatory gaps in the over-the-counter derivatives market and giving investors better information about the loans backing asset-backed securities. The reform law requires the Commission to issue a slew of rules to bring the complex derivatives products—which have been […]
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Report Says More Work Needed on Climate Risk Disclosure
Despite the attention it’s getting from some investor groups and new guidance aimed at compelling more reporting, corporate climate risk disclosure still has a long way to go, according to an analysis of 100 large-cap U.S. companies’ climate risk disclosures. Very few companies address all of the issues outlined in the Securities and Exchange Commission’s […]
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Consequences of Keeping Former CEO on Board
With succession planning a hot topic these days, corporate boards pondering whether to invite the company’s current chief executive to stay on the board have something to chew on: It could negatively impact corporate performance, according to a new report from The Conference Board. Companies that retained former CEOs on boards have relatively lower industry-adjusted […]
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Fate of Honest-Services Fraud Uncertain Post-Skilling
The future of the honest-services fraud statute, one of the most common tools prosecutors use in anti-corruption cases, remains a mystery in Washington, as courts digest the effect of a recent Supreme Court ruling narrowing the law while lawmakers try to undo that same decision. The ruling, Skilling v. United States, vacated the conviction of […]
Posted inRegulatory Enforcement
HSR Report: More Mergers Got Second Look in 2009
The overall number of merger deals may have been down last year, but proportionately more of them got a second look by federal enforcement agencies, the latest data from the Federal Trade Commission and the Antitrust Division of the Department of Justice shows. The FTC and DoJ have published their annual Hart-Scott-Rodino Act report for […]