The SEC in late August brought enforcement actions against the top executives of two companies for violating Section 906 of the Sarbanes-Oxley Act, which requires a company’s CEO and CFO to certify its periodic reports. The actions were little noticed, perhaps because they involved small companies. Nevertheless, in a recent speech, Securities and Exchange Commission […]
Stephen Taub
Posted inBoards & Shareholders
Procter & Gamble Opposes Its Own Proposal
Procter & Gamble is locked in a battle with shareholders over a resolution that calls for the consumer products giant to declassify its board of directors. The interesting twist, however, is that P&G is the sponsor of the resolution, whose votes will be revealed at the company’s annual meeting Oct. 12. The company instituted staggered […]
Posted inFrom the Archive
American Electric Power Issues Landmark Report On Impact Of Emissions Policies
The environment took another big leap toward becoming a mainstream governance issue this month when American Electric Power published a 118-page report, “An Assessment of AEP’s Actions to Mitigate the Economic Impacts of Emissions Policies.” The report evaluates the impact of proposed federal legislation and regulations for reducing regulated emissions and carbon dioxide, including the […]
Posted inFrom the Archive
Option Play: Can Molson-Like Ploy Work In The U.S.?
The folks at Molson sure stirred up investors—and at the same time evoked memories of old Chicago-style politics—when they recently decided that holders of its company options could vote along with shareholders on its proposed merger with Adolph Coors Co. Deal dissenters, including many outside investors, cried foul, arguing it stacked the deck in favor […]
Posted inFrom the Archive
Does Selective Inclusion Violate Reg. FD?
Can companies choose who to invite to meetings with Wall Street analysts and money managers? This is the question raised recently by a small hedge fund manager, who complained in a letter sent to each of the members of the board of directors of truck-maker Paccar as well as the Securities and Exchange Commission that […]
Posted inFrom the Archive
Googling Google: Where Are The SEC Filings?
Google may be the best Web site for conducting Internet searches, but the investor relations section of its Web site is woefully inadequate. In fact, it’s simply not there. Also absent are certain SEC filings, like “Form 4” insider transactions, which must be posted on the company’s Web site by the end of the business […]
Posted inFrom the Archive
Activists Want Campaign Contributions To Be A Disclosure Item
Should soft money contributions be a corporate disclosure issue? A number of shareholder activists seem to think so. Last week, the Center for Political Accountability, a relatively new group, fired off a letter to the Securities and Exchange Commission asking it to require public companies to disclose their political contribution policies and practices. In the […]
Posted inRegulatory Enforcement
Severance Packages, Bonuses Under Assault
O Refund! Refund!” That’s the growing cry among shareholders and boards of directors, who are seeking the return of some or all of the bonuses—or a reduction in severance pay—of executives at companies whose stocks have collapsed in recent years. However, last week’s ruling by a federal judge that a government agency cannot withhold $60 […]
Posted inFrom the Archive
Study Finds Reg. FD Hurts Small Companies Most
A trio of Wharton professors has published a paper asserting that Regulation Fair Disclosure has caused an increase in the cost of capital for small companies. “We find that the adoption of Reg. FD caused a significant reallocation of information-producing resources, resulting in a welfare loss for small firms, which now face a higher cost […]
Posted inFrom the Archive
Environmental Lawyer Charges Dow Chemical With Disclosure Violations
Environmental lawyer Sanford Lewis has fired off a letter to the SEC asking the regulator to investigate what he deems to be misleading statements made by Dow Chemical management concerning the company’s potential environmental and personal injury liabilities. Lewis “We are writing to bring your attention to a number of inadequacies and irregularities in disclosures […]