In a meeting last week, SEC Chief Accountant Don Nicolaisen ordered accounting firms to disclose all contingency-based tax fees to company audit committees. Nicolaisen As we reported in our May 25 edition, those fees—which enable the auditor to take a cut of whatever savings the client was able to realize as a result of the […]
CW Subscriber Only
Posted inRegulatory Enforcement
If General Counsel Is Officer, Is Confidentiality At Risk?
Important issues about the attorney-client privilege of general counsel may be emerging from the California courts. The strange case involves the general counsel and vice president of Marvell Semiconductor, who—during acquisition negotiations with Jasmine Networks—failed to hang up his speakerphone after leaving a voicemail for a lawyer at Jasmine. The sensitive conversation was of course […]
Posted inRegulatory Enforcement
Let’s Make A Deal: Litigation Driving Governance Policy Changes
Earlier this spring, Cendant Corp. agreed to settle a shareholder derivative lawsuit filed on behalf of the company, which alleged that the amended employment agreement with Chairman and CEO Henry Silverman was approved by the board of directors in violation of their fiduciary duties. EXAMPLES MCI: Unanimously adopted 78 recommendations by Corporate Monitor Breeden. Siebel: […]
Posted inFrom the Archive
With Under One Year To IFRS Date, Most Not Ready
Though public companies in the European Union have less than a year to go before they are required to use International Financial Reporting Standards as the basis of their financials, over 40 percent have yet to set up a formal project framework for conversion to IFRS. That’s according to a new survey by PricewaterhouseCoopers, which […]
Posted inRegulatory Enforcement
Will SOX Section 906 Be Dismissed?
Scrushy Back in April, the lawyers of former HealthSouth CEO Richard Scrushy filed a motion to dismiss three counts of his indictment related to Section 906 of Sarbanes-Oxley. The section is often criticized for its interplay with Section 302, as both require CEOs and CFOs to deliver different certificates with most SEC filings; Munger Tolles […]
Posted inRegulatory Enforcement
Proxy Battle Shows Firms’ Clout; Not Afraid Of A Fight
When shareholders of First Aviation Services Inc. assemble in Memphis, Tenn., today (June 15) for their annual meeting, a rare thing will take place. A proxy fight. That’s right, we said “rare.” For the first time in more than decade, there has actually been a decrease in the number of proxy fights. Institutional Shareholder Services, […]
Posted inAccounting & Auditing
39 Questions To Expect From Your Audit Committee
Building a compliance program in line with Sections 404 and 302 of the Sarbanes-Oxley Act is a difficult task, one in which the audit committee plays a critical role. It is up to audit committee members to ask key questions and review relevant information throughout the process. By the time an external auditor assesses a […]
Posted inTechnology
Software, Services Firms Launch Compliance Consortium
A group of software, content and services firms announced yesterday the launch of the Compliance Consortium, which will promote efficient enterprise governance, risk and compliance management. The consortium, spearheaded by enterprise compliance solution provider Axentis, includes a variety of other companies like risk consulting and internal audit firm Jefferson Wells, whistleblower reporting service The Network, […]
Posted inInternal Controls
51 Internal Control Disclosures In May
According to a review of regulatory filings during the month of May, 51 companies disclosed material weaknesses or significant deficiencies in internal controls, or provided updates on the status of their control-improvement processes. That number is up from 39 similar disclosures in April, and 28 in March. (See box at right for previous months’ data). […]
Posted inBoards & Shareholders
Compliance Committees Vary In Scope, Structure
As regulatory compliance increases in complexity, many companies are assembling committees to coordinate and oversee such efforts. COMMITTEE EXAMPLES Below are examples of several compliance committees at public companies, including their structure, membership and function: Altria Corporation Committee Structure: The parent company committee has about 30 members, including the CCO of each operating company, the […]
