After showing its initial preference for a particular form of stock option valuations models, the Financial Accounting Standards Board last week decided back off, lest companies conclude that model was a requirement. That’s according to numerous industry press reports, including a recent article in The Wall Street Journal. However, closer review of the FASB proposal […]
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Posted inFrom the Archive
Hollinger Audit Committee Blamed In Special Report
A special committee of $1 billion Hollinger International’s board released a 529-page report detailing “self-righteous and aggressive looting” of the Toronto-based company by former executives and controlling shareholders. Breeden The committee, led by former SEC Chairman Richard Breeden, said former CEO Conrad Black, former COO David Radler and others used the newspaper publishing company as […]
Posted inBoards & Shareholders
NYSE, Nasdaq Propose Governance Amendments
The NYSE recently proposed to slightly amend its corporate governance listing standards, and Nasdaq proposed an exception to a shareholder approval requirement. The Nasdaq also updated the list of staff interpretative letters, addressing a wide range of issues from director independence to shareholder approval of compensation plans. Listing Standards Proposal At NYSE The proposed NYSE […]
Posted inRegulatory Enforcement
SEC Supports Retroactive Application Of SOX 804
Last week, the Securities and Exchange Commission filed an amicus curiae supporting an extension of the statute of limitations for securities fraud. The phrase amicus curiae, which is Latin for “friend of the court,” refers to a legal brief that is submitted to a court to present a particular point of view in a case. […]
Posted inAccounting & Auditing
SEC Approves PCAOB Oversight Of Foreign Auditors
In late August, the Securities and Exchange Commission approved the Public Company Accounting Oversight Board’s rule proposal governing the oversight of foreign accounting firms. Under Sarbanes-Oxley, non-U.S. accounting firms are required to register with the PCAOB just like domestic firms, and they are subject to the similar types of inspections and investigations. The registration provision […]
Posted inFrom the Archive
Regulation Fair Disclosure, Information, And The Cost Of Capital
Study by three Wharton professors finds that the adoption of Reg FD caused a “significant reallocation of information-producing resources,” resulting in a welfare loss for small companies that subsequently face higher costs of capital.
Posted inEthics & Culture
Editorial: Ethics Is Not Enough; The Logic Of Appropriateness
My son has proved for me the theory of evolution. He’s basically a barbarian with a cuter haircut. Never is that more apparent than when he’s eating. Fingers in his food. Mouth packed with Cheerios. Spoon banging on the tray. Snout submerged in his bowl. Hands wiped on his shirt. Face encrusted. The floor coated. […]
Posted inBoards & Shareholders
Amendments to NYSE Governance Listing Standards
Corporate governance amendments proposed by the NYSE on August 3, 2004, which slightly slightly amend listing standards on issues of independence, compensation agreements, the definition of “executive officer,” and other items.
Posted inAccounting & Auditing
PCAOB Issues Long-Awaited Report On Big Four
The Public Company Accounting Oversight Board has completed its first-ever inspections of The Big Four accounting firms, and the results—though not a surprise—are not exactly pretty. Though PCAOB Chairman William McDonough went out of his way to praise the firms for their cooperation and noted that “none of our findings has shaken our belief that […]
Posted inAccounting & Auditing
What Happened To Regulation G?
What happened to Regulation G, the SEC rule intended to stop companies touting EBABS, or “Earnings Before All The Bad Stuff?” The regulation, adopted in January 2003, applies whenever a company publicly discloses a non-GAAP financial measure. All such disclosures must include a quantitative reconciliation of the differences “between the non-GAAP financial measure presented and […]
