Nearly one of 10 companies that has changed auditors so far this year has also reported internal control issues. That’s according to an in-depth analysis conducted by Manchaug, Mass.-based AuditAnalytics.com, which found that 1,647 companies reported a change in auditors through Dec. 6. And 152, or more than 9 percent of the total, had disclosed […]
Stephen Taub
Posted inFrom the Archive
Role Of Restricted Stock Being Re-evaluated
There is no doubt restricted stock grants are supplanting stock options as the equity award of choice among top executives. In 2003 alone, the allocation of options as a percentage of “total direct compensation” dropped from 66 percent to 51 percent for S&P 500 CEOs. That’s according to compensation consultants Equilar, which also reported options […]
Posted inInternal Controls
Will SEC Delay Of SOX 404 Make A Difference?
As was widely expected, the Securities and Exchange Commission has given companies whose market float is less than $700 million an additional 45 days to meet many of the requirements of Section 404 of the Sarbanes-Oxley Act. “The Commission has become increasingly concerned that many smaller accelerated filers may not be in a position to […]
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Firm Sees Filing Delays As Sign Of Control Weaknesses
Companies continue to delay quarterly filings at an increasing pace, and a growing number of these postponements appear related to issues raised by Section 404 of the Sarbanes-Oxley Act, according to a recent study of third-quarter results by proxy research firm Glass Lewis. At least 61 companies with market caps exceeding $100 million sought more […]
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More Execs Adopting Stock-Selling Plans, Or Disclosing More?
Are a growing number of top executives choosing to take advantage of a rule that allows them to sell their company’s stock on a regularly scheduled basis? It sure seems this way; in November alone, executives at nearly one dozen companies said they will take advantage of Securities and Exchange Commission rule 10b1-5. But experts […]
Posted inBoards & Shareholders
CalPERS Declares War On Enablers Of Excessive Pay
Executive compensation, always a lightning rod for shareholder activists, figures to face a fiercer assault during the 2005 proxy season. The latest salvo was fired by The California Public Employees’ Retirement System, which last week said its Board of Administration approved a plan to hold directors and compensation committees more accountable for their actions. In […]
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Siebel And SEC In Regulation Fair Disclosure Showdown
Siebel Systems has called on the Securities and Exchange Commission to drop charges that it violated Regulation Fair Disclosure for a second time. In a court filing last week, the software company not only denies that it violated the four-year old rule, it questions its legality. “The Commission conveniently ignores the U.S. Supreme Court’s admonition […]
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2004 Proxy Season Roundup, And A Look Ahead
2004 will likely be remembered as the Year of Proxy Access and the Withhold Vote. While a large number of companies agreed to declassify their boards and remove poison pills, it was the SEC’s proposal enabling certain shareholders to nominate directors that had the most profound impact on the 2004 proxy season. And though the […]
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Delta Uses Rare Exception For Stock Offering
When Delta Air Lines announced its latest maneuvers designed to avoid bankruptcy, it said, among other things, that it was able to use an exception to a New York Stock Exchange rule so it could issue up to 75 million shares of common stock. RELATED RULE Excerpt from NYSE Listed Company Manual Section 312.00, “Shareholder […]
Posted inBoards & Shareholders
MCI Withholds 25 Percent Of Directors’ Fees To Buy Stock
Last week, MCI said it will invest 25 percent of its directors’ fees in MCI common stock. Under a policy announced back in August, the rehabilitating telecom giant said it withheld 25 percent of all directors’ fees earned during the previous quarter and will transfer those funds to a broker, who will purchase the shares […]