TheCorporateCounsel.net

I’ve been following the Swiss saga pretty closely – but now that the people have spoken and passed new laws last Sunday, I’m still amazed and all I can say is “wow.” Here’s a slew of articles about the Switzerland development so you can read what happened for yourself:

– WSJ’s “Swiss Back Executive-Pay Controls”
– BBC’s “Will new rules on executive pay damage Swiss business?”
– NY Times’ “Swiss Voters Approve a Plan to Severely Limit Executive Compensation”
– The Telegraph’s “Switzerland backs curbs on executive pay”
– Reuter’s “Swiss pay curbs find support in Germany, France”
– Bloomberg’s “Swiss Limits on Executive Pay: Less Than Meets the Eye”
– Bloomberg’s “Swiss Pay Curbs Leave Government to Struggle With Details”
– SwissInfo.com’s “Fueled by public ire, alone against the world”
– Huffington Post’s “Swiss Voters Approve ‘Rip-Off Initiative,’ Putting Tough Limits On Executive Pay”
– Forbes’ “With Help From Novartis, Switzerland Moves On C-Suite Ripoffs”

Nasdaq Proposes Listed Companies Have Internal Audit Function

Here’s news from Leonard Street’s Steve Quinlivan’s blog: The SEC has published for comment Nasdaq’s rule proposal that Nasdaq listed companies have an internal audit function. The rule proposal is as follows:

“Each Company must establish and maintain an internal audit function to provide management and the audit committee with ongoing assessments of the Company’s risk management processes and system of internal control. The Company may choose to outsource this function to a third party service provider other than its independent auditor. The audit committee must meet periodically with the internal auditors (or other personnel responsible for this function) and assist the Board in its oversight of the performance of this function. The audit committee should also discuss with the outside auditor the responsibilities, budget and staffing of the internal audit function.

A Company listed on Nasdaq on or before June 30, 2013, must establish an internal audit function by no later than December 31, 2013. A Company listed after June 30, 2013, must establish an internal audit function prior to listing.”

In its rule filing, Nasdaq notes the NYSE, in Listed Company Manual Section 303A.07(c), has a similar requirement.

Here’s a blog from Duane Morris’ Oliver Rust too on the subject…

Nasdaq Creates New Private Market for Unlisted Securities

As noted in this blog by Gunster’s Robert White, Nasdaq has entered into a joint venture with SharesPost to provide a “private” market for unlisted securities…

A member pointed out that Frontline recently ran this “Untouchables” episode that investigates why Wall Street’s leaders have escaped prosecution for any fraud related to the sale of bad mortgages.

– Broc Romanek