Following a fairly busy year for plaintiffs in 2008, federal securities class-action filings are down so far this year, according to an analysis by PricewaterhouseCoopers. Overall, 113 cases were filed through Sept. 30, down 25 percent compared to the same period in 2008. If that trend continues, the total number of cases for 2009 may […]
Melissa Klein Aguilar
Posted inFrom the Archive
More on ERM for Management, Boards
Those focused on enterprise risk management practices and board oversight of ERM have something to add to their reading lists. The Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, has published a new thought paper detailing ways senior management can work with the board and others in the organization to strengthen risk […]
Posted inFrom the Archive
SEC on 2009 Proxy Season, Expectations for 2010
Note to those tasked with drafting the Compensation Discussion and Analysis section of the proxy: Pay particular attention to your analysis and performance target disclosures, because the Securities and Exchange Commission staff will. That was one takeaway from a Nov. 9 speech at the 4th Annual Proxy Disclosure Conference, in which Shelley Parratt, deputy director […]
Posted inInternal Controls
Aguilar Rails Against Effort to Roll Back 404(b)
If it clears Congress, an amendment to pending legislation could roll back the auditor attestation requirement of Sarbanes-Oxley for more than 6,000 public companies, according to a Securities and Exchange Commission official. SEC Commissioner Luis Aguilar, who railed against an amendment to The Investor Protection Act passed by the House Financial Services Committee last week, […]
Posted inFrom the Archive
409A Audits Underway; Are You Ready?
Bad news for companies that thought their headaches related to Section 409A were behind them. While the struggle to comply with the onerous provision may be under control, they could face questions about their compliance during an audit. The thicket of rules that governs deferred compensation arrangements, at the risk of severe tax consequences to […]
Posted inBoards & Shareholders
Schapiro: Access Rule, Other Proxy Voting Reforms Coming
The Securities and Exchange Commission plans to forge ahead with a controversial rule to allow proxy access in 2010, along with other initiatives aimed at overhauling the entire proxy voting process, the head of the agency said. In Nov. 4 remarks before attendees of a Practising Law Institute conference, SEC Chairman Mary Schapiro reaffirmed her […]
Posted inInternal Controls
Key Congress Committee Approves SOX 404 Exemption
The House Financial Services Committee formally approved an amendment this morning to exempt small companies from Section 404(b) of Sarbanes-Oxley. On a 37-32 vote—that, notably, went against the wishes of powerful committee chairman Rep. Barney Frank—the lawmakers approved an amendment to the Investor Protection Act that would exempt all non-accelerated filers from Section 404(b). The […]
Posted inRegulatory Enforcement
Red Flags Rule Delayed Again, and in Flux for Lawyers
Prodded by Congress, the Federal Trade Commission has yet again delayed enforcement of the so-called “Red Flags” Rule for financial institutions and creditors subject to its enforcement until June 1, 2010. At the request of some lawmakers, the 11th hour delay was announced Oct. 30, just before the previous Nov. 1 enforcement deadline was set […]
Posted inRisk Management
RMG Seeks Comments on Draft 2010 Proxy Policies
Reminder: RiskMetrics Group is seeking comment on its draft policy updates for the 2010 proxy season. Comments are due by Nov. 11. RMG is considering changes to its U.S. policies in four areas: Pay riskiness, adoption or renewal of non-shareholder approved poison pills, director independence, and alignment of pay and long-term performance. RMG has proposed […]
Posted inInternal Controls
404 Study Shows Little Automation Yet
Automated internal controls may be the buzzword for compliance with Section 404 of Sarbanes-Oxley, but most companies still rely on old-fashioned manual controls even today, nearly six years after 404 first started going into effect. So says the latest study from KPMG’s 404 Institute. According to its 2009 benchmarking report on SOX compliance efforts—which surveyed […]
