Broc Romanek is Editor of CorporateAffairs.tv, TheCorporateCounsel.net, CompensationStandards.com & DealLawyers.com. He also serves as Editor for these print newsletters: Deal Lawyers; Compensation Standards & the Corporate Governance Advisor. He is Commissioner of TheCorporateCounsel.net's "Blue Justice League" & curator of its "Deal Cube Museum."
As noted in this WSJ article, SEC Chair Jay Clayton recently noted in this speech that a concept release on capital formation is on the way. Here’s an excerpt from this recap of the speech by Cooley’s Cydney Posner:
The main topic was the plan to revisit the thresholds that trigger the SOX 404(b) requirement to provide an auditor attestation report on internal control over financial reporting. One thing is pretty clear from this speech: odds are excellent that relief from SOX 404(b) is in the offing for more small companies.
First, Clayton focused on a point that he viewed as “often misunderstood”: that even those companies that are not now required to obtain a SOX 404(b) auditor attestation must still “establish, maintain and assess the effectiveness of ICFR, and, even if not engaged to report on ICFR, independent auditors are still responsible for considering ICFR in the performance of their financial statement only audits. In considering ICFR, independent auditors can better plan their audits and provide management and audit committees with observations about the company’s ICFR. I believe this scaled approach has proven to be appropriate for smaller reporting companies and again reflects the perspective that one size regulation of public companies does not fit all.”
To support that last point, he highlighted the difference in size between the 50th largest exchange-listed company (market cap of approximately $100 billion) and the median exchange-listed company (market cap of less than $1 billion). Moreover, he pointed out, many companies could benefit from relief as there are more than 1,200 exchange-listed companies with a market cap of less than $250 million. (In connection with the expanded definition of “smaller reporting company”—an expansion similar to the one likely under consideration here—the staff estimated that 966 additional companies would be eligible for SRC status in the first year. See this PubCo post.)
Other potential beneficiaries of relief, according to Clayton, are companies with little or no revenue, such as many biotechs. In those cases, he asserted, the money that would otherwise be used for the SOX 404(b) attestation “could instead be used to hire new scientists to advance life-enhancing or life-saving developments.” He concluded by reminding us that he had directed the staff to come up with potential amendments to reduce the number of companies subject to SOX 404(b), while, of course, maintaining appropriate investor protections.
The SEC Conducts Far More Town Halls These Days…
As part of the ongoing effort to promote capital formation, it seems that one of the priorities of SEC Chair Jay Clayton is to engage with small businesses across the country and to conduct town halls with entrepreneurs & retail investors (which Jay started calling “Main Street” investors before the “Main Street Investor Coalition” was formed).
In fact, all five Commissioners attended a town hall in Atlanta in June – and Corp Fin Director Bill Hinman joined Jay recently at a “fireside chat” with the Tennessee Governor at Nashville’s “Wildhorse Saloon”. I don’t recall a Corp Fin Director attending a town hall before – but it’s possible that happened in the past…
By the way, the SEC has a whole page devoted to Chair Clayton’s “fireside chats” – with videos going back to last summer…
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This blog from “The Conference Board” discusses “reporting fatigue” on ESG matters. In the growing universe of ratings, rankings and initiatives, it’s hard to know where to focus your limited bandwidth. This Clermont Partners survey of 189 active investors – and related interview – say that annual reports are the #1 source of ESG info for investors, followed by direct questions to the company.
What about sustainability reports? For those of you working on them, I’m sorry to say there might be some leeriness there:
– While 28% of investors said that the reports were helpful, they also said they didn’t answer all of their questions; and
– 63% of the investors said they “don’t spend much time” with them.
But your work is not for nothing. According to this survey, almost everyone turns around and uses some combination of annual, integrated & sustainability reports to answer those direct questions from investors. And when investors look to third-party ratings agencies to fill information gaps, some of that information also comes from sustainability report.
Although depending on the ratings agency, that percentage might not be as high as you think: Broc has blogged on our “Proxy Season Blog” about how company disclosures contribute only about 35% of the data underlying MSCI ratings. Also see these MSCI resources in our “ESG” Practice Area.
This blog from Globoforce’s Derek Irvine discusses why it makes sense for employee engagement surveys to be one component of ratings – organizations that score in the top 25% on employee experience report nearly 3x the return on assets and more than 2x the return on sales as compared to organizations in the bottom quartile.
Human Capital: Investor Coalition Sends 45-Page Survey
The “ShareAction Workforce Disclosure Initiative” – a 100-member investor coalition – recently sent this 45-page survey to 500 companies. The coalition says the survey is a “streamlined solution” that helps companies avoid responding to multiple surveys & data requests. They’re also encouraging companies to make their responsive information public. Here’s a summary of results from their pilot project last year.
ESG Ratings: “Wildly Divergent”?
The American Council for Capital Formation is following up on its hard look at proxy advisors – which Broc blogged about on our “Proxy Season” Blog last month – with a new 17-page assessment of four major ESG ratings agencies. It concludes that output from MSCI, Sustainalytics, RepRisk and ISS Environmental & Social QualityScore is…less than ideal. Here’s an excerpt from the press release (also see this Financial Times article):
The major rating agencies have significant disparities in the accuracy, value, and importance of their individual ratings to investors,and arguably undermine the validity of ESG investment strategies. Findings reveal significant disparities in ratings due to a lack of standardization, inconsistencies, and subjective interpretation influenced by a number of biases – including company size, geography, and industry-specific criteria.
Though modern ESG investing has been practiced for over a decade now, there is still a lack of accurate data to support the evaluation process. To meet growing customer demand and attract ESG-orientated capital, companies have begun making selective and unaudited disclosures in regard to their performance. These disclosures are then utilized by ESG rating agencies, despite the fact that there are neither standardized rules, nor an auditing process to verify company data.
The report is careful to note that it’s not saying one particular method of ESG investment is right or wrong – only that the application of ESG-related metrics & ratings into complex investment decisions remains much more an art than a science. Among other recommendations, the ACCF advocates for standardized ESG disclosures in regulatory filings, in order to help ratings agencies make more consistent judgments. It also says that the agencies should be more transparent in their process – and better adjust for size, industry & jurisdiction.
This Deloitte memo looks at disclosure trends under the new revenue recognition standard. Here’s eight key takeaways:
1. Many revenue disclosures were at least three times as long as the prior-year disclosures.
2. Over 85% of surveyed companies elected to adopt the new revenue standard by using the modified retrospective approach.
3. The new requirement to provide more comprehensive disclosures significantly affects financial statements regardless of the standard’s effect on recognition patterns.
4. Not everybody is adding a lot of disclosure. While some companies provided robust and thorough explanations, particularly on the nature of performance obligations and on the significant judgments and estimates involved, others didn’t.
5. Many companies chose to add a separate and specific revenue footnote that contains the required disclosures.
6. When providing disaggregated revenue disclosures, a majority of surveyed companies used two or fewer categories. The most commonly selected categories presented in tabular disclosure were (1) product lines and (2) geographical regions.
7. Most surveyed companies elected multiple “practical expedients” related to their ASC 606 disclosures, most commonly those related to remaining performance obligations.
8. We expect companies to continue to refine the information they disclose as (1) they review peer companies’ disclosures, (2) accounting standard setters clarify guidance, and (3) regulators continue to issue comments (see this recent blog from John about comment letter trends – also see this blog from Steve Quinlivan).
Elad Roisman Tapped as Next SEC Commissioner
This one slipped by us. Elad Roisman has been nominated as the person to replace Mike Piwowar as SEC Commissioner. And last week, the Senate Banking Committee held a confirmation hearing. Elad would be yet another former Senate Banking Committee Staffer to serve as a Commissioner (as John blogged recently, the confirmation process tends to go smoothly for these staffers before their colleagues).
This article notes that much of the hearing focused on enforcement priorities, given the huge year-over-year decline in actions & penalties.
More on “An Anti-ESG Campaign Begins”
A few months ago, I blogged about the “Main Street Investors Coalition” & its initiative to limit the ESG influence of large asset managers. This tone seems to play to Chair Clayton’s focus on retail investors. In recent testimony, he noted: “One area in particular I believe we should analyze is whether the voices of long-term retail investors are being underrepresented, misrepresented or selectively represented in corporate governance.”
But for a rebuttal to this Coalition, see this NYT DealBook article – and this blog from Nell Minow of ValueEdge Advisors. Here’s an excerpt:
The “Main Street Investors Coalition” completely overlooks the fact that institutional investors are fiduciaries representing everyday working people like teachers, firefighters, and employees of publicly traded companies. What the folksy-sounding, corporate-front Main Street Investors want to do is divide and conquer. They know they can no longer rely on the support of investors smart and focused enough to tell when corporate management has gone off the track and big enough to make their views meaningful.
So, they pretend to be concerned about some mythic, stock-picking investors who will read through the proxy statements and decide to vote for management’s recommendation. If MSIC really cared about the power of individual shareholders, and if in fact they controlled the single largest pool of equity capital in the world, it would help them to vote their proxies more effectively. It would help them provide oversight to the institutions who manage their money, perhaps circulating reports on the annual disclosures of how the funds vote. After all, index funds have the same fees and returns, but there are differences in how they vote their proxies. Then the investors could decide whether, for example, Vanguard’s votes on CEO pay were more appealing than Fidelity’s.
MSIC’s faux populism about the “real” investor being mom and pop and their little basket of stocks ignores the reality that most working people invest through intermediaries like mutual funds because they perform better. The whole idea of institutional investors is based on the reality that they do better than individuals who do not have the time, resources, or expertise. And it makes sense that the same people who make the buy, hold, and sell decisions should make the decisions about how to vote on proxies as well.
MSIC is not a membership organization. Its board does not include representatives of the groups that actually do work with small investors, like, for example, the American Association of Individual Investors, which has excellent educational materials for its members, or Motley Fool and FolioInvesting, which provide services for individual investors. Instead, MSIC has “partners” like the powerful corporate lobbying group the National Association of Manufacturers and the anti-public pension fund American Council for Capital Formation, which says on its website that its purpose is “exposing the politicization of corporate governance.”
As you can see from our list of SEC perks cases (posted in our “Perks” Practice Area on CompensationStandards.com), the SEC has averaged one perks enforcement case per year for the past dozen years. That’s why it’s so surprising that the SEC has now brought two perks cases in one week. Coincidence or a theme?
In this new case against Energy XXI, the CEO & board were charged with hiding more than $10 million in personal loans that the CEO obtained from company vendors and a candidate for the company’s board. The company wasn’t charged, interestingly. Here’s a blog about last week’s case.
The list of perks in para 56 of this complaint raises a couple of interesting issues. Is a bar stocked with cigars and liquor – on company premises for use in entertaining customers – necessarily a perk? You might ask what is a “Denny Crane” room? (Hint: TV show “Boston Legal” – that’s the character played by William Shatner). Come learn what you need to know as Mark Borges & Alan Dye lead a panel devoted just to perks at our upcoming “Proxy Disclosure Conference” – to be held September 25-26 in San Diego and via Live Nationwide Video Webcast.
We’ve blogged about how difficult it’s been for public companies to implement FASB’s new(ish) revenue recognition standard. According to this Deloitte survey, private companies aren’t faring much better. They have to implement the new standard this January – and 47% are either in the early stages of implementation or haven’t started at all. Only 25% are on pace to actually hit the compliance deadline. And just because these companies are privately-held, doesn’t mean they won’t have to explain the impact of the new standard to their boards, audit committees, banks and investors.
Transcript: “D&O Insurance Today”
We have posted the transcript for our recent webcast: “D&O Insurance Today.”
Here’s the third “list” installment from Nina Flax of Mayer Brown (here’s the last one):
1. Email – With three subparts to this item on my list:
a. I enjoy being in a client service industry (and have been since high school, when I worked in a clothing store during my free time, and through college, when I worked at a shoe store in the Durham mall). Getting emails from my clients lets me provide that service – and I feel accomplished when I am able to respond promptly. Also, the emails are like never ending text chats with friends.
b. I can put voices and tones to the communications, understand the questions beneath the questions, anticipate issues based on the communications, update my task lists, etc. They allow me to hone and improve the service I am providing.
c. Email can be so efficient. Which is not a knock against calls or meetings at all, but if you can accomplish communicating a point/resolving an issue quickly through email, it feels like such a separate accomplishment (in addition to just the back & forth/accomplishment of responding from point “a”).
2. Travel – Despite my desire to not be away from my son, it is always exciting to be face-to-face, to present at seminars, to socialize with clients. I love interacting with people – particularly in person. In writing this post, I quickly took an online personality test. It scored me as having a slight preference for extraversion over introversion!
My husband knows that sometimes I come home at the end of long days of calls and want nothing more than to not talk, but I also frequently call him or my parents from the car on my drive to or from work too… Actually, I am always on a phone call when driving. I’m going to say it is also efficient in addition to satisfying my extraversion.
3. Practice Breadth – I get to do so many different things touching so many different industries and jurisdictions and interacting with so many different people. Despite being a partner, I am constantly learning on the job. I do not have any projects that are the same. I do not have two clients that are the same. I do not have any days that are the same. Everything is always different! I love the diversity in private practice.
4. There Is No Break; It Never Ends – Translation: I never get bored! I wholeheartedly disagree with Karl Lagerfeld – I don’t think that work is making a living out of being bored. I’m on “Team Voltaire”: All kinds of jobs are good except the kind that bores you. Or “Team Metallica”: Boredom comes from a boring mind. Or “Team Carlyle”: I’ve got a great ambition to die of exhaustion rather than boredom. Or “Team Chung”: I’m terrified of being bored and not learning. (Side note: I hate the word “bored,” particularly in children’s books.) There is always something to do, even right after a deal closes. There is always something to learn, because the law or the industry changes.
These are my Yangs to my Yins! I truly believe there are pros and cons to everything. But right now there are only pros to eating Oreos for me.
SEC’s OM&A: Walk Down Memory Lane
Mauri Osheroff – who until a few years ago was Corp Fin’s Associate Director who oversaw the Office of Mergers & Acquisitions – was reading the transcript of our DealLawyers.com webcast with the Chiefs of OM&A from the past three decades. Mauri noted that the original office was called “Tender Offers and Small Issues” – they processed tender offers and Reg A offerings. Go figure. We don’t know when Reg A offerings dropped out of the picture.
The Office Chief back then was the legendary Ruth Appleton. Here’s Ruth’s obit, which details her SEC career and the obstacles she faced as a professional woman…
Poll: CEOs Have Too Much Time on Their Hands?
I recently got this astute note from a member: “There never seems a month that goes by that I don’t a survey be published relating to ‘what directors think’ or ‘what CEOs think.’ Who is completing these surveys – do they have time on their hands, do they get cash for completing, etc?”
Recently, Brink Dickerson of Troutman Sanders informed us that companies with meaningful operations in Argentina need to take note of the recent designation of Argentina as a “highly inflationary economy.” Under ASC #830, this may trigger additional footnote disclosure in the financials (regarding the inflation and the company’s exposure, revenue, costs, and possible impairment triggers relating to Argentina) and could require MD&A and risk factor disclosure as well. See this memo…
The SEC’s release does provide some eye-popping data. As a result of the program, the SEC has received over 22,000 tips and ordered payouts over $266 million. That is a lot of tips and a great deal of money. For some perspective, the SEC’s budget authority for 2018 is $1.652 billion. Thus $266 million is equivalent to about 16% of the SEC’s 2018 budget authority. Here in California, this $266 million represents 8.5 times the amounts appropriated by the California legislature for support of the California Department of Business Oversight’s investment program.
Sights & Sounds: Section 16 Forums
Here’s a one-minute video recapping our recent “Section 16 Forums.” They were very successful – but a lot of work. So we have no plans to hold additional Forums at this time. As a result, our “Section 16 Bootcamp” now consists of the 14 videos we have posted on demand and a copy of the “Section 16 Tales” paperback (described at our recent Forums as the “Section 16 Bible”) at a price of $295. If you know of someone new to Section 16, send them to the “Section 16 Bootcamp” today.
At a recent conference, I wound up in a fascinating conversation with someone who spends a lot of time inside boardrooms. The topic was whether boards were talking about race. Talking about race at all – whether in the context of board diversity or business strategy in general. The upshot was not surprising. People are scared to talk about race – and that includes directors.
This doesn’t mean that those hesitant to talk about race are racists. It’s simply that people are uncomfortable talking about race. At least the people I know – which tends to be a whole lot of white people. Which is most of the people in our field. Our field is dominated by white people. That has changed little in the 30 years that I’ve been in it. And if we don’t talk about it, that won’t change.
If you have ideas – or have seen initiatives – to improve this situation, please email me. I’d like to see real change in my lifetime. I remember SEC Chair Levitt really pushing for diversity in the financial world in the ’90s. I’d like to help push for more diversity among corporate lawyers & governance professionals.
Why Women Rarely Serve on Dissident Slates
Our “Women’s 100” events are governed by the ‘Chatham House’ rule – but Aneliya Crawford of Schulte Roth gave me permission to share this nugget with you. During one of these events, Aneliya was interviewed on the topic of dealing with activists. She represents many of them – and she was asked about why so few women serve as director nominees for activists during a proxy fight.
Aneliya responded that she’s studied this question in depth – and has concluded that the answer isn’t that activists don’t want nor seek women. Rather, the qualified women that they approach only want to serve on the board if the proxy fight settles. In general, they otherwise don’t want to be on a dissident slate and have their name slung through the mud. I don’t blame them. I wouldn’t want that either…
Conflict Minerals: Disclosures Over Past Few Years Similar
Recently, the GAO conducted its annual conflict minerals review as required under Dodd-Frank – and here’s the report. Here’s an excerpt from this Cooley blog that summarizes the findings:
The GAO found that, generally, the disclosures filed in 2017 were similar to those filed in the prior two years. The GAO estimated that, out of 1,165 companies that filed conflict minerals disclosures, almost all companies reported in 2017 that they performed country-of-origin inquiries. As a result of those inquiries, an estimated 53% reported whether the conflict minerals in their products came from the DRC or one of the adjoining countries, up from estimated 49% in 2016 and 2015—which you could characterize as an increase that crosses a significant “majority“ threshold except that the estimates have a margin of error of plus or minus 10 percentage points at the 95-percent confidence level. The percentage is 2017 was, however, significantly higher than the estimate of 30% in 2014.
Here’s the second “list” installment from Nina Flax of Mayer Brown (here’s the first one):
1. Email – With three subparts to this item on my list:
a. The VOLUME is exhausting.
b. Because responses are expected near instantaneously, I can never find quiet time during the waking hours to get deep thinking tasks done.
c. Part of the VOLUME is the deleting/filing/etc. I have flushed away hours of my life organizing emails and trying to dwindle down my inbox (in my personal system, getting below 1000 is a serious accomplishment).
2. Travel – Now, part of this is my own doing, admittedly. But when I have to travel to the east coast, I prefer to take red eyes so that I can put my son to sleep the night I am leaving. I similarly plan all outbound flights to all other locations to maximize awake hours with my son. Depending on why I am traveling, and where I am traveling, I usually turn right back around which means that I am gone for 24-28 hrs. Yes, even on trips to the east coast. One time I landed, got in my car, got on the highway, was going the speed limit (or under) and saw police lights behind me. Apparently in my trudge I had forgotten to turn on my headlights. I know, they should be on automatic – my husband always tells me that.
3. Time Entry – Being in private practice I should revere time entry. I don’t. I have debated with friends and colleagues over the most efficient way to track time, and everyone certainly seems to have their own system. Mine is entering everything myself. Others make chicken scratch notes that their assistants enter, but then they have (in my mind) the extra step of reviewing the entries to make sure everything got it. I don’t think timers within entry systems are all that useful – you still have to enter the descriptions, etc.
4. There Is No Break; It Never Ends – But seriously, my favorite vacation from a true break perspective that I have taken since starting at the firm was to North Korea – because they confiscated all electronic items at the border. It was bliss. I read books, talked to my dad (my travel companion) and slept. By contrast, on my husband’s first trip to Europe (to Italy), we landed, went and dropped off our bags, walked to the Spanish Steps, and he promptly fell asleep as I sat there on a two hour call. I know I am not alone on never really having a vacation.
One of my good friends has a husband who is also still in Big Law. She has a series of pictures of him working from their various vacations at all times in all random places. There are so many, and it is so hilarious, friends on Facebook asked for a custom calendar. I made one for myself. I love it. To center at the end of this one, I know I am blessed to even be able to “take” a vacation to begin with, but this is still my life! How I wish I were still in school. But really, can I go back?
Note to self: Should likely stop mentioning North Korea. Suspect I am already on one or more government watch lists even though my life really isn’t that interesting.
Top Ten Human Capital Topics of Interest to Investors
Davis Polk’s Ning Chiu has taken a page from Nina’s book & created her own list in this blog – this one about what investors are looking for when it comes to “human capital”…
CTRs: Changes to the SEC’s FOIA Rules
Recently, the SEC finalized an overhaul of its FOIA rules that impacts confidential treatment requests. Here’s an excerpt from this Cooley blog:
Most of the rules describe the procedures and fees for requesting documents. For those seeking to protect the confidentiality of documents, Section 200.80(c) of the new rules provides that a “request for records may be denied to the extent the exemptions in 5 U.S.C. 552(b) apply to the requested records”—that would include Exemption 4 contained in 5 U.S.C. 552(b)(4) for “[t]rade secrets and commercial or financial information obtained from a person and privileged or confidential,” on which Confidential Treatment Requests commonly rely—and the “(A) Commission staff reasonably foresees that disclosure would harm an interest protected by the applicable exemption; or (B) The disclosure of the requested records is prohibited by law or is exempt from disclosure under 5 U.S.C. 552(b)(3)” As a technical matter, note that the revisions eliminate certain provisions in the SEC’s current FOIA regs that were considered unnecessary because they simply repeated information contained in the FOIA statute.
Among the provisions eliminated were the nine categories, previously set forth in Section 200.80(b) of the superseded regs, that are exempt from disclosure under 5 U.S.C. 552(b). One of these eliminated categories is the oft-cited 200.80(b)(4), which repeated the statutory Exemption 4. (The statute remains—it’s only the repetitive regs that are being eliminated, so no substantive change there.) Accordingly, those preparing CTR requests will need to update legends and other references in CTRs to delete citations to the soon-to-be-defunct 200.80(b)(4) (and review any other references to the FOIA rules) and consider instead whether another reference is appropriate, such as to the statute itself or to 200.80(c).
You’ll be hearing a lot about the SEC’s Enforcement action against Dow Chemical over poor perk disclosures. As you can learn from the SEC’s order (and memos posted in the “Perks” Practice Area on CompensationStandards.com) – the company was not only fined $1.75 million – but it was ordered to retain a consultant for a period of one year to review its perks policies, controls & training (note that no individuals were charged, just the company). Wow! There were $3 million of perk omissions over four years.
So what can you do? For starters, we have an 82-page chapter on perk disclosure as part of the Lynn, Borges & Romanek’s “Executive Compensation Disclosure Treatise” posted on CompensationStandards.com. The entire Treatise is 1650 pages – and it’s just about pay disclosure! In addition to being posted on CompensationStandards.com, you can order a hard copy.
Then, we’ve had a panel about perk disclosures for 16 straight years as part of our annual “Proxy Disclosure” conference – which is coming up soon: September 25th & 26th in San Diego and also available by video webcast. This upcoming big disclosure conference has nearly 20 panels. Register by August 10th for a reduced rate.
Tomorrow’s Webcast: “The Evolving Compensation Committee”
Tune in tomorrow for the CompensationStandards.com webcast – “The Evolving Compensation Committee” – to hear FW Cook’s Bindu Culas, Semler Brossy’s Blair Jones and Davis Polk’s Kyoko Takahashi Lin discuss how to untangle the complex issues that compensation committees face in exercising their fiduciary duties against a backdrop of increased shareholder activism, potent proxy advisor policies, an active plaintiff’s bar and heightened media scrutiny.
Mandatory Arbitration: Six State Treasurers Say “No”
We’ve blogged a bit (here’s the latest) about whether the SEC would consider mandatory arbitration under SEC Chair Clayton’s reign. This article notes that six state treasurers recently wrote a letter to the SEC Chair requesting that a move to mandatory arbitration not be done…
I’m pretty excited that Nina Flax of Mayer Brown is willing to share the following with us (let Nina know what you think of her list of lists!):
At the recent “Women’s 100” in Palo Alto, I decided to share two (overachiever, I know) interesting facts during the intros (where each attendee stands up & provides a “fun fact” about themselves). In addition to the fact that I’ve been to North Korea, I am a perpetual “list maker.” My second fun fact was: the night before the event, I couldn’t fall asleep (common problem for me), so I had been up until 2 am making an excel list of all of the words my son knows. Yes, I am crazy.
But I am also fortunate! Apparently, lists are cool. So Broc & Liz asked me to contribute some lists for this blog. Where to begin? A list of potential lists! So here it goes…
1. Things On My “To Do List” I Never Get To
2. Why I Love LinkedIn
3. Crazy Things I’ve Done For The Job Lately
4. How I Try to Balance Work & Life
5. Things I Miss From Pre-Law Days
6. Things I Still Do Infrequently
7. Some Truly Horrifying Quotes
8. The Hidden Gem Associates
9. Meaningful Law School Characters
10. Things I Feel When Reviewing Agreements
11. Things About My Job That Exhaust Me
12. Ways We Make Our Office Fun
13. My “Personal Grateful” List for Today
14. My “Work Grateful” List for Today
15. Things That Are Always On My Desk
16. How I’ve Mastered Work Travel
17. My Favorite Shows I’ve Binge Watched Lately
18. Questions I Have About The “Other Side”
19. Why I Always Question My Skills
20. Things I Constantly Scope on Amazon
I am sure I will come up with a bunch more – and I am not promising any of the above in any particular order! Stay tuned…
Auditors Being Tipped Off Before Inspections: Will Your Company’s Name Surface?
Yes, your company may be impacted by shenanigans committed by your independent auditor. The intro from this MarketWatch piece by Francine McKenna makes that clear:
Former KPMG executives are on trial for obtaining confidential information about audit inspections. The auditor of some of the world’s largest banks including Citigroup, Credit Suisse and Deutsche Bank was tipped off before a regulator inspected them.
It’s been previously reported that KPMG executives were able to extract from the regulator, the Public Company Accounting Oversight Board, confidential information ahead of inspections, and use that information to correct their work and at least in one instance, withdrawn an opinion. But MarketWatch now has court documents that, for the first time, names the audit clients caught up in the scandal.
The SEC’s Proposed Long-Term Strategic Plan
Every time that the SEC comes out with its strategic plan, I blog about how I dislike five-year horizons for any plan since unforeseen events often change priorities & needs (here’s an example of a past blog). As noted in this Cooley blog, the SEC has come out with a draft of its latest strategic plan. Nothing earth-shattering as it essentially recaps what Chair Clayton has been saying since he took office – here is Chair Clayton’s testimony about the plan…
