TheCorporateCounsel.net Blog |
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Saturday, June 07, 2003
Yesterday, the SEC posted the adopting rules regarding internal control reports at http://www.sec.gov/rules/final/33-8238.htm. The SEC also issued a concept release on whether it should regulate credit rating agencies more - or not at all - at http://www.sec.gov/rules/concept/33-8236.htm. For TheCorporateCounsel.net subscribers, we have added an "Internal Controls Portal" full of resources and practice pointers regarding getting ready for internal control attestations and reports at http://www.thecorporatecounsel.net/member/faq/internalcontrols/index.htm. Friday, June 06, 2003
A joint survey conducted by ACCA/NACD was just released with some interesting results. A poll of 600 directors and general counsel demonstrates significant agreement about who bears responsibility for the recent wave of corporate governance scandals - and considerable doubt about the proposed remedies. See http://www.acca.com/Surveys/resp_corpgov.pdf. As requested by the SEC after the short-lived Sandy Weill nomination for the NYSE board snafu, the NYSE has started the reform of its own corporate governance - with a special committee recommending disclosure of NYSE officer compensation and bars from such officers sitting on NYSE-listed company boards. See http://www.washingtonpost.com/wp-dyn/articles/A21876-2003Jun5.html?nav=hptoc_b. For TheCorporateCounsel.net subscribers, we have posted an interview with Mayer Brown's Mike Hermsen and Phil Niehoff on the Effect of Recent Rules on Non-US Auditors and Companies at http://www.thecorporatecounsel.net/member/InsideTrack/06_05_03_Hermsen.htm. Thursday, June 05, 2003
Recently, CalPERS sent letters to the companies in the Wilshire 2500 index informing them that they withhold their vote for the election of audit committee members as directors if the auditor provides non-audit services. This appears to be aimed at certain forms of tax related consulting and information systems design and implementation services, which are permitted under SEC rules with audit committee approval - without regard to the dollar amount of those services or their relation to the amount of total audit fees. CalPERS does exclude preparation of tax forms and SEC compliance documents from the types of non-audit services that to which it objects. Yesterday, the NASD proposed that the CEO and Chief Compliance Officer of member firm to jointly certify annually that the firm has adequate compliance and supervisory policies and procedures in place - see http://www.nasdr.com/pdf-text/0329ntm.pdf. Tuesday, June 03, 2003
To counter Senator Biden's "legislative history," the ABA's comment letter to the SEC on certifications addressed the applicability of Section 906 certifications to Form 6-Ks, 8-Ks and 11-Ks - see http://www.sec.gov/rules/proposed/s70603/aba051303.htm. The June issue of our complimentary E-Minders is up - http://www.thecorporatecounsel.net/E-minders/. For TheCorporateCounsel.net subscribers, we have posted an interview with Jim DiBernardo of Morgan Lewis on Option Buyout Programs at http://www.thecorporatecounsel.net/member/InsideTrack/06_02_03_DiBernardo.htm. Monday, June 02, 2003
We have posted the transcript of our recent webcast that we held on "Shareholder Access to the Ballot" - we have decided to make it available free to anyone (not just subscribers) to help frame this important debate - see http://www.thecorporatecounsel.net/Audio/05_21_03_transcript.htm. The panelists included: Andrew Brownstein, Partner, Wachtell Lipton Rosen & Katz; Richard Ferlauto, Director of Pension and Benefit Policy, AFSCME; Lawrence Hamermesh, Professor, Widener University; Richard Koppes, Of Counsel, Jones Day; Ted White, Director of Corporate Governance, CalPERS; and Beth Young, Senior Research Analyst, TheCorporateLibrary.com and Corporate Governance Consultant. |
