TheCorporateCounsel.net

We have posted the transcript from the webcast: “Demystifying Internal Controls Disclosures.”

I have also posted an interview with panelist Linda Griggs of Morgan Lewis to cover some unanswered business from the webcast regarding the location, content and format of 404 reports.

Difficulties of Auditor Turnover

On Sunday, the NY Times ran this interesting article on how some smaller companies are losing their independent auditors at the eleventh hour.

One point that is not directly made in the article – but borne out by the end of it – is that a fair number of companies that lose a Big 4 auditor find another Big 4 firm to fill the void pretty quickly. Lynn Turner of Glass Lewis recently shared some statistics with me that reveal that this is the case more often than not. Of course, some companies are not able to do so and are forced to hire much smaller audit firms.

If You Thought Evelyn Davis Was Bad…

As we approach the annual meeting season – and with the continuing emphasis on corporate governance – Keith Bishop shares this amusing description of corporate governance in Japan (the translation is of “Kaishahou Nyuumon” – which means “an introduction to corporate law” – done by Keith’s daughter):

“Our country’s company managers have come to view general stockholder meetings as a necessary evil. Rather than exhausting doubts, everything is done to see that the formality is carried out quickly. Extortionists who threaten to disrupt stockholder meetings take advantage of the weak attitude of the managers. They threaten to disrupt the meetings and demand money. Managers also use extortionists to speed meetings along. In order to stop this phenomenon peculiar to our country, in a show a revision to the commercial law steps were taken to limit companies’ ability to furnish benefits in order to preserve the rights of stockholders. In particular, it attached penalties to officers and employees who provided illegal benefits.”