From the Archive

On June 30, the SEC approved rules requiring shareholder approval of equity compensation plans, including stock option plans. The new rules will also require approval for repricings and material plan changes. The rules were originally proposed and adopted by the New York Stock Exchange and the Nasdaq Stock Market, and will apply to their listed […]

Recent reports suggest that the cost of corporate governance reform has become quite significant, especially for small- and mid-cap companies. If you are responsible for compliance by a small- or mid-cap company, this increase in estimated costs can be staggering. However, if your company has relatively simple management and business structures and adequate in-house support, […]

FASB plans to require companies to expense stock-options next year, but a new study shows it may be wise to act now. Buck Consultants, part of Mellon Financial, predicts that technology companies will experience a median decrease in EPS of approximately 20 times greater than companies that voluntarily adopt stock-option expensing guidelines now. The reason, […]

Last week’s National Investor Relations Institute annual conference was subtitled “Delivering Value Through IR Leadership.” But, in retrospect, it should have been called “Delivering IR Leadership Through Values.” Three years after the end of the longest bull market in history, corporate IR officers seem to have coalesced around a common realization; namely, that restoring trust […]

The following letter was sent to approximately 1,800 companies in CalPERS U.S. equity portfolio on April 15, 2003: Investment Office P.O. Box 2749 Sacramento, CA 95812-2749 Telecommunications Device for the Deaf – (916) 326-3240 (916) 326-3400; FAX (916) 326-3330 April 15, 2003 RE: CalPERS’ actions to ensure: 1) independence of the external auditor; and, 2) […]

As reported in the April 29th edition of Compliance Week, the law firm of Foley Lardner recently published a study that claimed companies can expect the cost of being public to increase by nearly 100 percent. The cause: more rigorous governance compliance, legal fees, D&O insurance, and disclosure requirements, and other costs associated with the […]

Executives at multinational companies may claim that “managing for sustainability” is a top strategic priority, but their companies are not allocating resources at a rate that reflects those values. A recent PricewaterhouseCoopers survey shows that companies expect to increase spending on corporate governance, hiring policies and ethics programs at a far greater pace than social […]

Buried deep in PricewaterhouseCoopers’ most recent Management Barometer survey on M&A activity were some interesting statistics. The survey, which claimed that large U.S. multinational companies expect to increase M&A activity over the next two years, also stated that those acquisitions are getting closer scrutiny. Among the two areas that executives expect to spend more time […]

On January 23, the SEC codified rules imposing an “up-the-ladder” reporting requirement when attorneys become aware of material violations by the officers, directors or employees of thier companies. According to the rule, an attorney must initially report such evidence to the company’s chief legal officer or to both the CLO and chief executive officer. Reporting […]

68-page document from the International Organization of Securities Commissions outlines 30 principles of securities regulation, which are based on three core objectives: the protection of investors; the reduction of systemic risk; and ensuring that markets are fair, efficient and transparent.