TheCorporateCounsel.net

April 3, 2009

Big FASB Doings on Mark-to-Market Accounting

Yesterday, the FASB conducted a meeting that mainly focused on changing fair market value accounting and voted to issue three final Staff Positions (FSPs) dealing with fair value for inactive markets; other-than-temporary-impairment (OTTI), and changing annual disclosures of fair value to quarterly. Here’s the FASB’s summary of what happened at the meeting.

Given that I’m heading out on vacation, I’m providing a list of analyses by others on this big development:

AAO Weblog
NY Times
Financial Times
FEI’s “Financial Reporting Blog
Sense on Cents
naked capitalism
Financial Times Blog

By the way, the FASB issued its Staff Position on business combination accounting yesterday that they approved a few weeks ago. In addition, you may be interested in this DealLawyers.com Blog I posted earlier in the week: “Novel No-Action Response: Ability to “Round Out” Minority Slates with Other Insurgents.”

The SEC Staff on M&A

We have posted the transcript of our popular DealLawyers.com webcast: “The SEC Staff on M&A.”

Boards Today: The Spencer Stuart Board Index

A few months ago, Spencer Stuart issued this study of S&P 500 companies that shows how board composition and structure have changed over the past decade. Among the findings are:

– Shorter terms – On average, boards are older and directors serve shorter terms than 10 years ago. There are also fewer active CEOs and more first-time directors joining boards.
– Younger directors – A total of 26% of boards have an average age of 64 or older, up from 14% 10 years ago, even though 74% now have mandatory retirement ages.
– One-year terms – As of 2008, 66% of boards have one-year terms, up from 40 percent just five years ago and 39% 10 years ago.
– More board independence – In 1998, the CEO was the only insider on 23% of boards. Today the CEO is the only insider on 44%. A total of 36% of boards reported lead or presiding directors in 2003, compared with 95% today.
· Average board size convergence – Very large and very small boards are less common. Nearly 75% of boards have between nine and 13 directors, up from 66% in 1998. A decade ago, 23% of boards had 14 or more directors; today only 11% do.

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– Broc Romanek