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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 […]

The Securities and Exchange Commission has issued a new set of interpretations regarding Section 16 of the Securities Exchange Act, which governs the reporting obligations of corporate insiders. The interpretations, which supersede those found in the Telephone Interpretations Manual and FAQs that related to Section 16, consolidate a collection of existing interpretive guidance previously located […]

A forum to seek input on proxy voting rules has re-opened the debate over the controversial practice of broker voting, with a one new alternative being suggested and another rule proposal filed. Broker voting was among the topics discussed at a May 24 roundtable on the proxy process. The half-day forum was the second in […]

While the Securities and Exchange Commission’s internal control guidance grabbed the spotlight last week, the Commission also proposed a series of measures to modernize the capital raising and reporting requirements for smaller companies, which experts say will make it easier and cheaper for those companies to raise capital. Patel “For smaller businesses, this is huge,” […]

Long-awaited final rules governing the tax treatment of nonqualified deferred compensation hold some good news for companies, but they must act quickly—and carefully—to take advantage of the added flexibility, experts say. The final regulations under Section 409A, a complex set of rules that govern the tax treatment of nonqualified deferred compensation, span almost 400 pages […]

A who’s who of the securities regulation world gathered in New York last week. The agenda: to debate the merits of rules-based or principles-based enforcement. The conclusion, such that it was: Anyone hoping regulators will decisively embrace one system or the other should forget about it. Numerous reports have cropped up in the United States […]