With an agenda full of congressionally mandated studies and rulemaking to tackle thanks to the Dodd-Frank Act, the Securities and Exchange Commission is trying a new approach to getting public input: inviting public comment on a number of topics even before it has proposed rules or opened official comment periods. With the ink barely dry […]
Melissa Klein Aguilar
Posted inBoards & Shareholders
Audit Committee Checklist: D&O Coverage
Audit committees have many concerns to worry about, yes, but one very prosaic matter trumps all the others: that the directors themselves have enough insurance to insulate them from lawsuits. Yes, directors all know the three basic elements of directors-and-officers insurance. So-called “Side C coverage” protects the company in the event of securities litigation; Side […]
Posted inInternal Controls
SAS 70 Reports, in Harsh Spotlight Again
A recent analyst report is reminding the compliance community yet again that so-called SAS 70 reports—the supposedly formal assurances software vendors give to corporate customers about their own internal controls—should be viewed with a skeptical eye. Analysts Jay Heiser and French Caldwell, both research vice presidents at Gartner, say some vendors (and even some of […]
Posted inFrom the Archive
DoJ Opinion on Charitable Contributions, FCPA
Welcome guidance for companies that struggle with the Foreign Corrupt Practices Act implications of requests for charitable contributions when doing business overseas: The Department of Justice has published an FCPA opinion procedure release that shows that, with the proper due diligence and controls, such donations can be made without running afoul of the statute. The […]
Posted inFrom the Archive
SEC Guidance and No-Action Address 436(g) Repeal Issues
The Securities and Exchange Commission has taken swift action to address one of the undoubtedly long list of issues stemming from the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The staff of the Division of Corporation Finance has issued guidance and no-action relief to deal with an issue stemming from the […]
Posted inRegulatory Enforcement
SEC Ramping Up to Implement Dodd-Frank Reforms
As compliance officers mull the impact of the Dodd-Frank Act on their organizations, the Securities and Exchange Commission is ramping up to do its part in implementing the various rulemakings and studies required under the law, which is slated to be signed by the President today. While the dollar cost of full implementation will depend […]
Posted inFrom the Archive
First Half Trends in Electronic Discovery Sanctions
It’s been a busy year already in the world of electronic discovery. Among other things, the first half of 2010 brought a number of new rulings related to e-discovery sanctions. So far, litigants are seeking sanctions in fewer cases than in 2009, but sanctions are being awarded at almost the same rate, according to a […]
Posted inBoards & Shareholders
Audit Committee Checklist: Good Disclosure
Confession is good for the soul, and likewise, disclosure is good for the audit committee. And unfortunately, knowing exactly what to say can be difficult for both. Traditionally, the audit committee was responsible for disclosure of financial data: quarterly and annual reports, statements on internal control, compliance risks, and the like. Those chores are still […]
Posted inUncategorized
Proxy Overhaul Calls for Help on Voting Accuracy
All you compliance and financial reporting executives frustrated with corporate reporting in the United States, here’s your big chance: The Securities and Exchange Commission is finally giving the federal proxy system a long-overdue review. The SEC published a 151-page concept release last week, asking dozens of questions about what the agency should consider as it […]
Posted inFrom the Archive
SEC’s Corp Fin Creates Three New Specialized Offices
First the Securities and Exchange Commission’s Enforcement Division got an overhaul, now major changes are underway in the Division of Corporation Finance, the unit that reviews public company filings. Corp Fin is creating three new specialized offices focusing on large financial institutions, asset-backed securities and other structured products, and securities offering trends. The Commission declined […]
