In a move aimed at alleviating uncertainty related to the so-called “best-price” rule, the Securities and Exchange Commission has voted unanimously to amend the rule to clarify how it applies to employment arrangements hatched during tender-offer mergers—changes that should “level the playing field” between those offers and statutory mergers and acquisition vehicles, according to the […]
Melissa Klein Aguilar
Posted inFrom the Archive
CFOs & The Comp Rule; Proxy Access; More
CFOs are the latest group to get an earful from the Securities and Exchange Commission’s head of Corporation Finance on how the agency’s new compensation disclosure rules will affect them, along with some specific actions to take. Last month, division director John White shared his views on the new rules with corporate directors and attorneys […]
Posted inTechnology
Experts Expect Surge In IT-Controls Automation
While companies that haven’t yet had to comply with Section 404 of Sarbanes-Oxley await more guidance and expected tweaks to the standards in place for auditors, those that have already bitten the Section 404 bullet have turned their attention to the next phase in compliance, experts say. With three years of 404 compliance under their […]
Posted inFrom the Archive
Relief Extended On 409A; What To Do Now
Thanks to welcome relief on the deadline for complying with Section 409A tax-code provisions on deferred compensation, companies and their advisers don’t need to panic about adjusting their compensation plans by the end of the year. Still, experts caution that the extension of most of the transition rules doesn’t mean companies can sit back and […]
Posted inRegulatory Enforcement
DoJ Defends Thompson Memo Amid Clamor
Critics of a Justice Department memorandum that some say is forcing companies to routinely waive attorney-client and work-product protections—and cut off financial support for employees under investigation in order to curry favor with federal prosecutors—took their calls for reform to Capitol Hill recently, while a top Department of Justice official defended the memo’s principles and […]
Posted inFrom the Archive
Treasury Delays 409A; 8K Update; More
With the clock ticking on the deadline for complying with Section 409’s deferred-compensation provision and no final rules yet detailing how deferred-compensation should be handled exactly, companies no doubt will be happy to learn that Washington is giving a little reprieve. The Treasury Department and the Internal Revenue Service have extended by one year existing […]
Posted inBoards & Shareholders
‘Advisory Vote’ Proposals Target Executive Pay
According to corporate governance experts, a number of factors—particularly the Securities and Exchange Commission’s new executive compensation disclosure rules—may cause shareholders to take a more active stance on executive pay issues in the coming year. And some are utilizing a new tool: stockholder advisory vote proposals. As Compliance Week has previously reported, the SEC’s new […]
Posted inRegulatory Enforcement
Backdating And Your D&O Coverage
With dozens of companies already embroiled in some type of investigation into past option-grant practices, and many facing litigation, the current wave of stock option scandals has no doubt left many companies digging deep to see whether or not they have an issue, even if the U.S. Attorney’s Office and the Securities and Exchange Commission […]
Posted inBoards & Shareholders
Board Evaluations Gaining More Popularity
Once upon a time, corporate boardrooms were friendly, even clubby places where executives sat around, debated strategy for a while, and then voted the way the chairman and chief executive recommended before heading out to the links. Now, with the enormously increased responsibility imposed on them by the Sarbanes-Oxley Act and by regulators, it’s strictly […]
Posted inTechnology
XBRL Advances; SEC: Heed Comment Letters
The Securities and Exchange Commission has decided to forge ahead with its push for widespread adoption of XBRL, announcing a major overhaul of its database of corporate regulatory filings that will use the interactive computer language as its technological heart. The overhaul comes through three contracts worth a total of $54 million, which the SEC […]
