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Picking your poison” is taking on a whole new meaning in corporate governance these days. Poison pills—the controversial plans companies adopt to prevent hostile takeovers—are rising in popularity around the world even as they are becoming more rare in the United States, according to a report by the Institutional Shareholder Services. “Every country has a […]

Corporations should heed early warnings that they may encounter a “perfect storm” during the 2008 proxy season. The lead elements in this storm are executive compensation, forthcoming proxy reforms, and the increasing power of shareholder democracy. The ultimate victims could be boards of directors that fail to pay sufficient attention to the potential impact of […]

Welcome news for some smaller companies: A lot more of them will be able to take advantage of streamlined disclosure and reporting requirements, thanks to a recent proposal by the Securities and Exchange Commission. If adopted, the proposed rule amendments—part of a series of six measures relating to smaller issuers announced by the SEC in […]

Those looking for a little “light” summer reading can count on the Securities and Exchange Commission to deliver. One of the latest installments in the Commission’s recent flurry of rulemaking is its 121-page proposal to allow foreign private issuers to file financial statements prepared in accordance with International Financial Reporting Standards without a reconciliation to […]

Supporters and opponents alike of giving smaller companies more time to comply with Section 404 of the Sarbanes-Oxley Act are closely watching an attempt by lawmakers to sink the Securities and Exchange Commission’s plans to have those issuers begin phased-in compliance at the end of this year. Observers are no doubt anxiously waiting to see […]

Ready or not, here it comes: the online proxy statement. Despite pleas for delay, the Securities and Exchange Commission is moving forward with its plan to require issuers and other soliciting persons to make proxy materials available online and in print and let shareholders choose how they get them. As part of a larger effort […]

Four years after the Securities and Exchange Commission first adopted rules to implement Section 404 of the Sarbanes-Oxley Act, Corporate America finally has what it wanted: guidance on how to assess and report on their internal controls over financial reporting as required by those rules. The SEC published its interpretive guidance and related rule amendments […]

In a move likely to be cheered by foreign issuers, the Securities and Exchange Commission has forged ahead with plans to accept financial statements prepared in accordance with International Financial Reporting Standards without requiring those issuers to prepare a reconciliation to U.S. Generally Accepted Accounting Principles. Cox SEC commissioners voted June 20 to propose amendments […]

Two hot topics—eliminating the reconciliation requirement for foreign issuers and mandating online proxy statements—will take center stage at a Securities and Exchange Commission meeting this week. As promised, the Commission will propose ending the requirement that companies filing financial statements using International Financial Reporting Standards also file a reconciliation report to square those numbers with […]

Companies preparing to issue their first proxies under the Securities and Exchange Commission’s new executive compensation disclosure rules, take note: Don’t expect any new rulemaking in that area this year. Speaking to roughly 500 attendees at Compliance Week’s annual conference in Washington D.C. today, Division of Corporation Finance director John White said that while the […]