Boards of directors as well as shareholders should approve all profit-sharing plans. The board of directors should approve options to purchase stock. Corporations should not make loans to officers, directors and stockholders unless approved by the Board. Sounds like some of the new rules that have recently been instituted under Sarbanes-Oxley or the various stock […]
From the Archive
Talking Compliance, Ethics With Sun’s Chief Compliance Officer
Sun Microsystems has made news for holding a Fiduciary Boot Camp to train executives and managers on new fraud and accounting practices. This week, we talk to the company’s Chief Compliance Officer, David Farrell, about his business conduct training regimen, his group’s reporting structure, the process Sun initiates to conduct investigations, and more. Let’s talk […]
British Propose Their Own Version Of Sarbanes-Oxley
Last week, the British House of Lords introduced its own version of Sarbanes-Oxley in an effort, according to MP Jacqui Smith, to “raise corporate performance across the board and beyond.” Smith The bill, known as “The Companies (Audit, Investigations and Community Enterprise) Bill,” would force companies to publish non-audit services provided by their auditors, impose […]
Economists: Expense Options, Repeal Related Tax Law
Statement from the Financial Economists Roundtable recommending treating stock options as an expense, and repealing a related IRS tax law.
Cash Flow, Investor Returns To Determine GE CEO Pay
On Sept. 17, General Electric said its compensation committee had awarded Chairman Jeff Immelt with a new form a performance-based stock units that would convert to GE stock after five years if certain goals had been met. RELATED STATEMENT From GE Compensation Committee Chair Andrew Sigler: “The goals of our executive compensation strategy are to […]
IRS And States To Cooperate On Abusive Tax Shelters
On Sept. 16, the Internal Revenue Service and state tax officials announced the establishment of a nationwide partnership to combat “abusive tax avoidance.” Forty states (see below) and the District of Columbia joined the IRS today in announcing the agreements, and more states are expected to sign the agreement in the weeks ahead. Under the […]
Charting The Rise Of The Chief Governance Officer
Reflecting a growing trend, last week The Boeing Co. said it created a new Office of Internal Governance, reporting directly to Phil Condit, chairman and CEO. Boeing Senior Vice President Bonnie W. Soodik, currently president of Shared Services Group, will head up the new group. In her new role Soodik will have responsibility for: Internal […]
Whistleblower Activity On The Rise As Rule Date Nears
Where there is smoke there is fire. This is generally the case when whistle-blowers raise concerns about activities within their company. For this reason, last Tuesday, shares of Per-Se Technologies fell more than 15 percent on very heavy volume after the company revealed that it was informed about an anonymous letter sent to several financial […]
What Does The SEC Look For? Games Against Time
In today’s heightened regulatory environment, what are common flags the SEC looks for that might indicate problems? We addressed these and other questions with Vinson & Elkins partner Rick Sauer, a former Assistant Director with the SEC’s Division of Enforcement. COMMON FLAGS One of the weaknesses of GAAP is that, by itself, it can’t necessarily […]
Sarbanes-Oxley Act: Hidden Shoals for the Unwary
Last year I began teaching my 16 year-old daughter to operate our 205 horsepower pleasure craft. During my newboater indoctrination sessions, in addition to covering requirements such as running the motor compartment exhaust fan for four minutes prior to starting the engine, operating the boat’s navigation lights and learning on-water navigation rules, I took Morgan […]


