TheCorporateCounsel.net

Here’s the survey results about drafting proxy statements, glossy annual reports & Form 10-Ks:

1. At our company, the lead for drafting our proxy statement is (ie. running the master):
– Corporate secretary’s department – 28%
– Legal department – 67%
– Accounting department – 0%
– IR department – 0%
– Outside counsel – 5%
– None of the above – 0%

2. At our company, the lead for drafting our glossy annual report is:
– Corporate secretary’s department – 8%
– Legal department – 5%
– Accounting department – 5%
– IR department – 33%
– Outside counsel – 0%
– None of the above – 49%

3. At our company, the lead for drafting our 10-K is:
– Corporate secretary’s department – 10%
– Legal department – 10%
– Accounting department – 77%
– IR department – 0%
– Outside counsel – 3%
– None of the above – 0%

4. At our company, the lead group for conducting our disclosure committee meetings for our proxy statement is:
– Corporate secretary’s department – 24%
– Legal department – 53%
– Accounting department – 8%
– IR department – 0%
– Outside counsel – 3%
– None of the above – 13%

5. At our company, the lead group for conducting our disclosure committee meetings for our 10-K and 10-Q is:
– Corporate secretary’s department – 8%
– Legal department – 22%
– Accounting department – 65%
– IR department – 3%
– Outside counsel – 3%
– None of the above – 0%

Please participate in our “Quick Survey on Proxy Mailing Practices” – and our “Quick Survey on Auditing Standard #18: D&O Questionnaires.”

When It Hits The Fan: Who Signs the CEO/CFO Certifications

The toughest questions arise in the CEO/CFO certification area when the company is in turmoil and the CEO and CFO are suddenly fired – without immediate replacements. This MarketWatch article by Francine McKenna tackles those issues – and cites our “CEO/CFO Certifications Handbook” in the process!

I’m very excited for the unveiling of Tesla’s Model 3 today!

Corp Fin Updates Financial Reporting Manual (For FAST Act, Etc.)

Recently, Corp Fin updated its Financial Reporting Manual to update guidance on significance testing for equity method investments, conform guidance for the FAST Act, and add guidance relating to the implementation of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (as amended by Accounting Standards Update No. 2015-14) and IFRS 15, Revenue from Contracts With Customers.

– Broc Romanek