SECTION 404 The August Data View The Actual Internal Control Disclosures From August View Sample Disclosures Of Remediation Efforts From August According to a review of regulatory filings during the month of August, 92 companies disclosed material weaknesses or significant deficiencies in internal controls, or provided material updates on the status of their control-improvement processes. […]
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Posted inFrom the Archive
FASB Allows Companies To Select Options Valuation Model
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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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 inBoards & Shareholders
Q&A With Chief Compliance Officer Of $81.8 Billion Altria
This profile is the latest in a series of weekly conversations with executives at U.S. public companies who are currently involved in establishing and developing compliance programs. An index of previous conversations is available here. Three years ago you were named Altria’s first chief compliance officer. What was the first order of business? The mission […]
Posted inRegulatory Enforcement
Severance Packages, Bonuses Under Assault
O Refund! Refund!” That’s the growing cry among shareholders and boards of directors, who are seeking the return of some or all of the bonuses—or a reduction in severance pay—of executives at companies whose stocks have collapsed in recent years. However, last week’s ruling by a federal judge that a government agency cannot withhold $60 […]
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Study Finds Reg. FD Hurts Small Companies Most
A trio of Wharton professors has published a paper asserting that Regulation Fair Disclosure has caused an increase in the cost of capital for small companies. “We find that the adoption of Reg. FD caused a significant reallocation of information-producing resources, resulting in a welfare loss for small firms, which now face a higher cost […]
Posted inRegulatory Enforcement
SWAT Teams Assisting Companies In Electronic Discovery
In the Security and Exchange Commission’s now-famous “Statement on the Relationship of Cooperation to Agency Enforcement Decisions,” the Commission outlined criteria it would consider when determining how much to credit firms for “self-policing, self-reporting, remediation and cooperation.” According to the statement, cooperative behavior actions by companies could result in reduced charges, lighter sanctions, mitigating language […]
