In what’s being viewed as a novel interpretation by the staff, the Securities and Exchange Commission has granted no-action relief permitting two unaffiliated dissident shareholders each seeking to elect a short slate to “round out” their slate with each other’s nominees, as well as for the nominees in management’s proxy. The Division of Corporate Finance […]
Melissa Klein Aguilar
Posted inFrom the Archive
Updated U.S. GAAP Taxonomies Published
Just in time for the pending Securities and Exchange Commission mandate, an updated version of the digital dictionary companies will need to tag their financial statements in XBRL has been published. XBRL US, the non-profit group responsible for maintaining the U.S. Generally Accepted Accounting Principles Taxonomies under contract with the SEC, has posted the 2009 […]
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Decision Shows Importance of Proper Upjohn Warnings
A recent decision serves as a reminder to company counsel of the importance of providing adequate corporate Miranda warnings, also known as “Upjohn” warnings, to witnesses during internal investigations, attorneys in the law firm Ballard Spahr note. Such warnings, named for the 1981 Supreme Court decision in Upjohn Co. v. United States, have since become […]
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More Guidance on 10b5-1
Heads up: In light of recent clarifications by the SEC’s Division of Corporation Finance staff on Rule 10b5-1 and heightened scrutiny by the Enforcement Division, experts say careful consideration should be given to the timing of the creation, alteration, or suspension of any Rule 10b5-1 stock sale plans. The Division of Corporation Finance recently updated […]
Posted inInternal Controls
As 404(b) Nears, Small Filers Hear Advice
Non-accelerated filers may still be hoping for yet another delay in full compliance with Section 404 of Sarbanes-Oxley, but the wise ones should prepare for the inevitable now rather than risk incurring more audit costs later this year. Small filers have evaded Section 404 for years, with its costly requirement to assess and audit internal […]
Posted inAccounting & Auditing
New Disclosures on Pension Plan Assets Coming
New guidance from accounting rule makers means employers will have to disclose significantly more information about the potential risks of their pension plan assets than previously required. Companies should also expect to share more details about their investment policies and strategies, categories of plan assets, significant concentrations of risk, and fair-value measurements used in valuing […]
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Red Book Alert: OCEG Revises GRC Manual
The non-profit Open Compliance & Ethics Group has released an updated version of its popular standards for corporate conduct and risk management, known as the Red Book. The OCEG GRC Capability Model, or Red Book 2.0, provides a blueprint for integrating and aligning corporate compliance, governance, and risk-management practices. Red Book 2.0 updates the original […]
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NYSE Proposes Change to Immediate Release Policy
The New York Stock Exchange has filed a proposal to amend its listing rules to allow companies to comply with its immediate release policy by disseminating information by any Regulation Fair Disclosure-compliant method, rather than always requiring a press release. Currently, to comply with the Exchange’s immediate release policy—which calls for companies to quickly release […]
Posted inInternal Controls
Cos. Not Covering Increased Fraud Risks Amid Crisis
While it’s not surprising that the vast majority of experts say the economic crunch has led to an increase in occupational fraud, companies may not be doing enough to address their increased risk, according to a survey of anti-fraud professionals. More than half (55 percent) of Certified Fraud Examiners say the number of frauds increased […]
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NASDAQ: New Listing Rulebook in Effect
Heads up for Nasdaq-listed companies: the exchange’s new, reorganized Listing Rulebook is in effect. The revised rules, which took effect April 13, contain the same requirements as the current rules, but should be easier to understand and navigate, according to an April 3 Nasdaq issuer alert. While no substantive changes were proposed, the revisions, which […]
