All Rules & Proposals articles – Page 6
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Article
Latest Pay Disclosure: Bring on the Metrics, Break Out the Peers
Image: Compensation committees and external reporting executives should brace for impact from the SEC’s newest addition to executive compensation disclosure: pay-for-performance rules. The detailed new disclosures (tagged in XBRL, no less) will be extensive, the consequences for executive pay unknown. “How useful is this information really going to be? To ...
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Blog
SEC Proposes Pay-Versus-Performance Disclosure Rule
The SEC has proposed a new pay-for-performance disclosure rule, requiring companies to report the relationship between compensation paid to named executive officers and the Total Shareholder Return of both the company and its peer group. The proposal marks the first time the Commission will require data tagging in the XBRL ...
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Blog
Legislation Seeks Transparency on Tax-Deductible Settlements
A bill filed by Sens. Elizabeth Warren (D-Mass.) and James Lankford (R-Okla.) would require transparency on tax deductions that minimize the cost of an enforcement action. Any statement by a federal agency about the value of a settlement would need to explain how much of that agreement is tax deductible ...
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Article
Volcker Compliance Deadline Creeps Up
Image: For all the political controversy still surrounding the Volcker Rule, its biggest compliance obligation—implementing new controls and training to root out forbidden trading—has a looming deadline in July. “You’ve got to build an infrastructure,” says David Freeman of the law firm Arnold & Porter. “That’s a bigger effort than ...
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Blog
SEC Eyes ‘Pay for Performance’ Rules Next Week
The SEC will hold an open meeting April 29 to take action on pay-for-performance disclosure rules required by the Dodd-Frank Act. The Commission will consider rules stemming from Section 953 of Dodd-Frank, requiring public companies to disclose the relationship between executive pay and incentives with the financial performance of the ...
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Article
Sentencing Commission Shifts Focus on Fraud Punishments
The U.S. Sentencing Commission has adopted new sentencing guidelines for financial fraud, heaping more punishment on masterminds but reducing penalties for others who might be lower-level minions in such frauds. The change has provoked mixed emotions in the legal community. Some welcome the new flexibility extended to judges as they ...
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Article
Conflict Minerals: From Compliance to Risk Management
Image: As a June 1 deadline nears for companies’ second year of conflict minerals compliance, some might consider life beyond the next Form SD filing to a broader risk management program for suppliers. It can be done, particularly with the OECD’s framework for conflict minerals due diligence. “The entire rule ...
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Article
CFTC Case Against Kraft Puts Cos. on Hedge
Image: A novel interpretation of the Dodd-Frank Act is rattling buyers of raw materials. The Commodities Futures Trading Commission is moving against Kraft Foods for a big bet in the wheat market, using a section of Dodd-Frank everyone previously assumed was intended to curb high-frequency traders. “The case shows that ...
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Article
Dodd-Frank’s Diversity Disclosures Draw Nearer
Image: While you were worrying about conflict minerals, CEO pay ratios, and the Volcker Rule, another disclosure requirement from the Dodd-Frank Act has been quietly approaching. Any day now, regulators hint, final rules will emerge for how companies assess and report workforce diversity. “A lot of people just weren’t paying ...
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Article
Managing the Risky Business of Loyalty Programs
As the regulatory focus on data security expands, companies that offer customer loyalty programs should review them for red flags. How the data is stored, protected, and segmented is ripe for scrutiny, experts warn. Poorly designed loyalty programs could run afoul of antitrust laws, torpedo a merger, violate HIPAA, or ...
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Article
Conflict Minerals, Year 2: The Auditing Challenge
Few companies so far have addressed the audit requirement in the SEC’s Conflict Minerals Rule, although that will likely change as the June deadline for your second year’s filings approaches.
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Article
The Latest State of Affairs on Whistleblower Claims
Image: A final rule from OSHA has smoothed the path for employees to file whistleblower retaliation claims under the Sarbanes-Oxley and Dodd-Frank acts and put companies in a more difficult spot to defend themselves. “The final rule reinforces that these types of anti-retaliation provisions are here to stay,” says Daniel ...
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Article
High Court Ruling Is Boon for Regulators, Snare for Business
Image: Compliance officers worried about regulatory change, prepare yourself: The Supreme Court’s ruling to give agencies more leeway in re-interpreting rules does you no favors. Today’s estranged Washington politics means regulators are bound to try re-interpretation for the sake of expedient rulemaking, and CCOs will need to be vigilant. “This ...
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Article
Human Trafficking Compliance Arrives for Federal Contractors
Image: Starting this month, government contractors must ensure that their supply chain is free of human-trafficking activities. The thicket of new requirements isn’t too different conceptually from other compliance obligations, but the nuances of human-trafficking risk will pose some tricky policy challenges. Companies previously might not have thought much about ...
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Article
Canada Gets Serious on Enforcement
Canadian securities regulators for the first time are proposing a whistleblower rewards program, modeled after the SEC’s program created by the Dodd-Frank Act. The proposed initiative is the latest move by Canadian authorities toward a U.S.-style enforcement regime—and in some instances an even harsher one. “Canadian enforcement is going to ...
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Article
ABA Seeks Clarity for Corporate Monitors
Image: The American Bar Association is mulling new standards for corporate monitors that effectively could make the monitorship process a lot easier, cheaper, and transparent for compliance officers working with them. “The standards go a long way toward facilitating a better relationship between the monitor and the company,” says John ...
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Blog
SEC Commissioners Irate Over Comment Letter Glitch
SEC Commissioners Daniel Gallagher and Michael Piwowar fired off a testy complaint Wednesday about “a significant failure” of the SEC’s rulemaking process, complaining that SEC staff missed “an extensive comment letter” opposing a recently adopted rule on swaps trading. The oversight should force a reopening of the comment period, they ...
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Blog
EU Firms Face New AML Rules, Beneficial Ownership Registry
Image: Title: SargentiniThe European Union is pressing forward with its overhaul of anti-money laundering rules to clamp down on tax evasion and the financing of terrorism. The Council of the European Union signed off on the 4th Anti-Money Laundering Directive, tightening due diligence and reporting requirements, creating registers of beneficial ...
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Article
Why Boilerplate Battles Continue to Rage
Image: Again and again, with both guidance and comment letters, the SEC has urged companies to avoid using “boilerplate” language in disclosures—and companies never seem to embrace the message. “There is an extraordinary amount of boilerplate disclosure across topics and across industries,” says Jean Rogers, head of the Sustainability Accounting ...
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Article
Planning Ahead to Manage M&A Due Diligence
Image: Lots of mergers look great on paper. In the real world, however, integrating corporate IT systems can not only be a headache for the IT department; core business functions can be compromised—including financial reporting or other tasks crucial to effective corporate compliance. “Smart companies are ready to start integrating ...