November 7, 2018

Shareholder Approval: NYSE Proposes “Price Requirement” Changes

Recently, the NYSE issued this proposal to change the price requirements for its shareholder approval rules so they would be similar to what the SEC just approved for Nasdaq. As noted in this Cooley blog, the NYSE proposal would:

– Change the definition of market value for purposes of the shareholder approval rule and
– Eliminate the requirement for shareholder approval of issuances at a price less than book value but greater than market value.

More on “Insider Trading: Congressman Allegedly “Tipped” Sellers”

A while back, John blogged about a federal grand jury indicting Congressman Chris Collins (R-NY) on a variety of fraud-related charges arising out of alleged insider trading. I just wanted to circle back to the case to highlight how an insider trading case can impact an entire family. As John noted, the case resulted in the Congressman’s son and father-in-law also being charged.

But they aren’t the only ones facing challenges. The son’s fiancee was suspended from appearing or practicing before the Commission as an accountant. For five years. She lost her job at PwC too. She is only 25 years old. And as noted in this article, her mother also had to pay some money to the SEC. Don’t do it. Don’t insider trade…

Audit Committee Disclosures: The Trends

From this report on audit committee disclosures from the “EY Center for Board Matters,” here are the latest trends:

– In 2018, 71% of companies disclosed the length of auditor tenure. In 2017, the percentage was 64%, and in 2012 it was 25%.
– Sixty-two percent of companies disclosed the factors used in the audit committee’s assessment of the external auditor qualifications and work quality, while in 2017 and 2012 the percentage was 58% and 18%, respectively.
– In 2018, the percentage of companies disclosing that the audit committee considers non-audit fees and services when assessing auditor independence increased to 89% from 86% in 2017. In 2012, 12% of companies disclosed this information.
– The percentage of companies providing an explanation for a change in all fees paid to the external auditor decreased slightly from 45% in 2017 to 44% in 2018, while just 10% of companies made these disclosures in 2012. However, in 2018 only 16% provide an explanation for a change in the audit fee itself.

Broc Romanek