The Securities and Exchange Commission is seeking comment on a proposed rule change filed by the New York Stock Exchange that would make delistings mandatory for companies more than 12 months late in filing their annual report, rather than the NYSE’s current discretionary policy. The proposed rule change, filed Dec. 14, would amend Section 802.01E […]
Melissa Klein Aguilar
Posted inInternal Controls
Life Under A Scaled-Down SOX 404
With a new roadmap to help companies obey the Sarbanes-Oxley Act now in hand and compliance deadlines for non-accelerated filers officially set, the task of evaluating and reporting the effectiveness of internal controls should be a vastly different experience for the legions of small companies now preparing to comply with Section 404 for the first […]
Posted inFrom the Archive
NYSE Rule Change; Lawyers & Fraud; More
T he Securities and Exchange Commission has given the green light to a New York Stock Exchange plan to eliminate the exchange’s controversial treasury-share exception, a provision criticized for potentially allowing companies to store up large reserves of stock and significantly dilute existing shareholders without their approval at a later time. Under a provision of […]
Posted inUncategorized
SEC Comp Rule Change Reboots Proxy Work
Companies that had their 2007 proxy disclosures well in hand as they rang in the new year need to think again, thanks to a last-minute change to the Securities and Exchange Commission’s executive compensation disclosure rules that rewrites how companies should value and disclose equity compensation. Released late on Dec. 22—just before much of Corporate […]
Posted inFrom the Archive
Compliance In 2007: Implementing 2006
Three governance issues loomed large over executives and boards at public companies in 2006: compliance with Sarbanes-Oxley and Section 404, disclosure of executive compensation, and stock option backdating. We may be in a new year now, but corporations should expect those same three to dog them in 2007. Still, while that trio of compliance issues […]
Posted inBoards & Shareholders
How To Confront Related-Party Disclosure
A policy battle is under way in Corporate America these days—a battle to design the right policy about disclosing related-party transactions for board directors, that is. Thanks to the Securities and Exchange Commission’s new rules on disclosure of executive compensation, winning that battle isn’t easy. Under the new Item 407(a) of Regulation S-K, companies are […]
Posted inFrom the Archive
Planning Now For 2007’s Proxy Disclosure
As we ring in the New Year, one item undoubtedly at the top all of Corporate America’s list of resolutions is getting the proxy statements disclosures in order. With the Securities and Exchange Commission’s recently amended rules on executive-compensation disclosure now in effect, public companies will have their hands full putting together disclosures that are […]
Posted inBoards & Shareholders
SEC Approves e-Proxies, Studies FPI Rules
In addition to its new proposals for compliance with Section 404, the Securities and Exchange Commission also tackled two other significant regulatory issues last month, approving plans to let companies disseminate proxy statements via the Internet and re-proposing changes to when a foreign private issuer can exit U.S. listings. Currently, FPIs can only exit the […]
Posted inInternal Controls
SEC Takes Aim At SOX 404, Internet Proxies
All eyes in the corporate-governance world will turn to the Securities and Exchange Commission tomorrow when it will consider a whirlwind of rulemaking, from long-awaited guidance to help companies comply with Sarbanes-Oxley, to disseminating proxy materials via the Internet, to easing the way for foreign private issuers to delist from U.S. markets. Absent from tomorrow’s […]
Posted inBoards & Shareholders
Report: Personal Risks Loom For Directors
Under the looming threat of lawsuits from investors, regulators, and employees, directors at public companies are focusing on ways to mitigate their personal risk—and they would be wise to do so, according to a recent report. Among 39 board members surveyed by Thomson Financial, 15 indicated that they either have been sued or been put […]
