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."
Yesterday, the SEC posted this Briefing Paper for the April 13th Roundtable on internal controls. The Paper lists the Roundtable’s agenda, consisting of 6 Panels, as well as a summary and discussion questions. Here are the 6 panels (speakers not yet announced):
Panel 1 – The First Year
Panel 2 – Reporting to the Public
Panel 3 – Planning and Design
Panel 4 – Documentation and Testing
Panel 5 – Using Judgment in Communications and Conclusions
Panel 6 – Next Steps
The Future of Electronic Road Shows
At the ABA Spring Meeting, there was much discussion about the future of the offering process – a topic I will address this Friday at the “Cybersecurities Law Conference – 10th Anniversary of Cybersecurities Law.” Back when I was in Corp Fin’s Office of Chief Counsel, I remember spending countless hours trying to get the Bloomberg e-roadshow no-action response out – and how ridiculous the framework was (and still is) due to the outdated restrictions imposed by the ’33 Act.
Now with reform looming to remove many of these restrictions, how might future roadshows look? For starters, look at VentureCapitalTV.com, where you can watch videos of executives from start-ups doing elevator pitches. After ’33 Act reform is implemented, it’s easy to imagine a pleathora of these “one-stop” sites that will house e-roadshows.
And what about a banker who dissects the daily grind of a physical roadshow in a blog, as that type of concept for a blog is very popular (in a way, its the online equivalent of reality TV – see this popular blog from a benchwarmer on the Phoenix Suns). Don’t laugh; one set of i-bankers already has started this ThinkBlog.
On Thursday, the Delaware Supreme Court issued an order in a case that had been appealed by Roy Disney last year. Roy seeks to have the confidentiality restrictions lifted on the sensitive executive pay information he had successfully obtained in his books & records request to the Walt Disney Company. Roy has said that he wants to publicize the pay information in his quest to improve governance practices at the company. The order is posted in “Books & Records” section of the “Compensation Litigation Portal” in CompensationStandards.com.
In remanding the case back to Chancery Court, the Supreme Court requested that Vice Chancellor Lamb make specific factual findings about the confidential nature of the documents in question and to balance the harm and benefits of lifting the confidentiality designation. This kind of balancing approach may suggest the test for getting confidential documents is not quite as stringent as Vice Chancellor Lamb had articulated in his initial decision, in which he set a high bar for plaintiffs trying to overcome a confidentiality designation by the company.
Crocodile Tears over Executive Compensation
I cringe when the media does a special report on executive compensation (like the NY Times on Sunday and USA Today last Thursday) because my dad will call me and ask why Corporate America continues to perpetuate excessive pay practices. To answer him, I resort to my top four explanations of this dilemma:
1. “Who’s in Charge” Fingerpointing – Talk to most compensation consultants or lawyers about responsible practices and they are quick to point out that they have no control over what is paid and many feel they have no obligation to speak up to directors to advise them on responsible practices.
My hunch is that directors – most of whom serve in that role on a part-time basis – value the wisdom of their advisors and would welcome such input. And surprisingly, quite a few lawyers subtly talk in terms of representing the CEO, rather than the corporate entity for which they truly should serve. Need some backbone here.
2. The Catch-22 of Benchmarking – Unfortunately, nearly all compensation committees – based on the advice of their consultants – resort to relying on traditional benchmarking surveys to determine pay levels. This is true despite the fact that most agree that the compounded “ratcheting-up” effect of two decades of wanting to be in the top 25% has rendered survey data useless. Other benchmarking methods, such as internal pay equity, have yet to widely take hold.
The “Catch-22” here is that everyone is looking to the consultants for guidance in this area, but they are loathe to say their past data is bad – because that would be some form of admission of past failures. This cycle has to be stopped for normalcy to return.
3. Strong Dose of Alice in Wonderland– I don’t know how else to explain it other than a lack of common sense, as I just don’t see how a CEO would be motivated to perform better if she was paid only $5 million rather than $50 million per year. At some point, more compensation will not get you more performance – and if anything, might reduce performance as immense wealth sometimes can change one’s ego and personality. And providing huge pay packages to retirees or severed officers – or “golden hellos” as mentioned in this recent Washington Post article – doesn’t seem to provide shareholder value as its not tied to performance.
4. Soft Legal Standards – Arguably, there is no real law that prevents directors from establishing excessive pay practices. The state legal standards are the law of corporate waste (which has no teeth whatsoever) and the array of fiduciary obligations that directors have, which essentially requires that the proper process be followed. In fact, as noted in the Integrated Health decision in Delaware, to avoid personal liability under a lack of good faith charge, only the barest minimum of process need be present (unless Vice Chancellor Chandler really surprises in his Disney decision come this summer).
Honest to Betsy, we didn’t think that we would have more than one Executive Compensation conference nor did we think that CompensationStandards.com would be more than course materials for last year’s conference. And I truly hope that we won’t have to keep these up long, but it sure doesn’t look good.
For a refresher of the many issues still present in the compensation area, I strongly urge everyone to go back and read our “12 Steps to Responsible Executive Compensation Practices” from the May-June 2004 and Sept-Oct 2004 issues of The Corporate Counsel, which are still freely available to everyone on CompensationStandards.com.
As I dig out from under after 4 days at the ABA’s Spring Meeting in Nashville, I chuckled at the WSJ article on Friday which noted this excerpt from Monarch Casino’s 10-K (emphasis added by me):
“There has been no change in our internal controls over financial reporting during the year ended December 31, 2004 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reports.
We are in the process of our compliance efforts mandated by Section 404 of the Sarbanes-Oxley Act of 2002. As we have done our due diligence in trying to understand the requirements and corresponding work necessary to successfully document our system of internal controls to the standards and satisfaction of third parties, we have encountered egregious estimates of time, dollars, outside consultant fees, and volumes of paperwork. As our implementation has progressed, we have yet to realize any control, operations or governance improvements or benefits. Additionally, and most importantly, the estimated potential cost to our shareholders in relation to the benefits, or even potential benefits, is unconscionable. We believe that these additional costs and expenses will merely confirm the existence of an already effective and functioning control system that already conforms with a recognized system of internal controls.
Although we intend to diligently pursue implementation and compliance with the Section 404 requirements, we do not believe it is in our shareholders’ best interests to incur unnecessary outsized costs in this effort. As we are a single location company with an extremely involved, hands-on senior management group in a highly regulated industry with significant insider ownership, the potential benefits to be derived from the Section 404 requirements are believed to be minimal. Consequently, we will make every effort internally to comply with the Section 404 requirements but will minimize what we believe to be the unreasonable and unnecessary expense of retaining outside third parties to assist in this effort.
As a result of this cautioned approach and the complexity of compliance, there is a risk that, notwithstanding the best efforts of our management group, we may fail to adopt sufficient internal controls over financial reporting that are in compliance with the Section 404 requirements.”
Wonder if these issues will be addressed at the SEC’s 404 Roundtable next week…
Corp Fin Updates “Current Accounting and Disclosure Issues” Outline
Even though dated March 4th, Corp Fin posted last week an updated version of its “Current Accounting and Disclosure Issues” outline. Note that its Table of Contents – pages 1-4 – indicate which sections are “Revised” and which are “New.”
AFSCME Loses Lawsuit Against AIG Over Proxy Access
As reported by ISS, the American Federation of State, County and Municipal Employees (known as “ASFCME”) sued AIG on February 25th in a New York City federal court after the SEC Staff advised AIG on February 14th that it could omit a binding shareholder proposal that seeks to amend the company’s bylaws to allow shareholders to nominate directors. Here is ASFCME’s press release on the lawsuit.
On March 22nd, ISS reported that the federal judge had dismissed the lawsuit. As you might recall, before this AIG no-action response, Corp Fin had already permitted the exclusion of similar proposals at Walt Disney, Halliburton, Qwest Communications and Verizon over the past two proxy seasons. It’s pretty rare for lawsuits to be filed over Rule 14a-8 actions by the SEC.
Mark Borges continues to amaze in his daily dissections of recent proxy comp disclosures in his “The Compensation Disclosure Blog.” Here is his take on Intel’s just-filed proxy statement: This year’s Intel proxy statement is a model of proactive, comprehensive disclosure. Take, for example, Andy Grove’s cover letter to shareholders. In it, he addresses two significant issues that affect proxy voting; one new – the debate over plurality voting for directors, and one no-so-new — broker voting on compensation plans:
“Your Intel stockholder vote is more important than ever in 2005. Each share of our stock that you own represents one vote. If you do not vote your shares, you will not have a say in the important issues to be voted on at the annual meeting. The 10 nominees receiving the most votes “for” election will be elected as directors; and to pass, each other proposal included in this year’s proxy statement will require a majority of votes present or represented at the annual meeting. Many of our stockholders do not vote, so the stockholders who do vote influence the outcome of the election in greater proportion than their percentage ownership of the company. In addition, banks and brokers that have not received voting instructions from their clients cannot vote on their clients’ behalf on “non-routine” proposals, such as approval of amendment and extension of the 2004 Equity Incentive Plan and the Executive Officer Incentive Plan, which further reduces the number of votes cast.”
Without getting bogged down in legal jargon, this paragraph provides a brilliantly concise and understandable explanation of why shareholder voting is important — and the potential consequences of failing to vote.
My main focus the first time through the proxy statement is on this year’s Board Compensation Committee Report. It includes many noteworthy items, including:
– A description of the Compensation Committee’s authority to engage, and actual retention of, compensation consultants. The Committee notes that, while it retained a consultant for two of the past three years, it did not do so in 2004 in connection with its work on 2005 executive compensation. The report goes on to say that the Committee is undertaking a study during 2005 of Intel’s executive compensation philosophy and design, and expects to engage outside experts to assist in this work.
– Disclosure that Intel’s employees, including its executive officers, are employed “at will” and do not have employment agreements, severance payment arrangements or payment arrangements that would be triggered by a corporate change in control.
– A statement that the Committee’s review of the company’s executive compensation programs and practices includes an analysis, for each executive, of all elements of compensation, consisting of base and variable cash compensation; stock option grants; retirement programs; and health and welfare benefits. The Committee compares these compensation components separately and in the aggregate to the compensation of Intel’s peer group companies.
– A statement identifying and reaffirming the company’s key strategic compensation design priorities: pay-for-performance, employee retention, cost management, egalitarian treatment of employees, alignment with shareholders’ interests, and continued focus on corporate governance.
– A description of the Committee’s consideration of internal pay consistency with Intel’s 100 most-highly paid employees in setting executive officer salaries and incentive baselines. The company monitors this data to ensure that executive officer compensation is not increasing at rates significantly beyond that of Intel’s other highly valued employees.
– A statement that, in setting executive compensation for 2005, the Committee reviewed the total remuneration that each executive officer could potentially receive in each of the next 10 years, under scenarios of continuing employment with the company or upon retirement from the company. (For these purposes, “total remuneration” included all aspects of an executive officer’s future cash-convertible benefits, total cash compensation (base salary plus incentive) from continuing employment, the future value of stock options under varying stock price growth assumptions (as well as, if applicable, the impact of accelerated vesting upon retirement), the value of any deferred compensation and profit sharing retirement benefits, and the value of health care benefits.)
– An indication that the company, long known as a stock option stalwart, is considering the use of performance stock, as well as other equity vehicles, as part of its long-term incentive program. The Report also discloses that, in 2004, approximately 99% of the company’s stock option grants went to employees other than its top six most highly-compensated executive officers, and that, for the period 2000 to 2004, only 1.2% of all option grants went to its top five most highly compensated executive officers (top six for 2004).
– A statement reaffirming the company’s egalitarian culture:
“Intel’s officers are not entitled to operate under different standards than other employees. Intel does not provide its officers with reserved parking spaces or separate dining or other facilities, nor does Intel have programs for providing personal-benefit perquisites to officers, such as permanent lodging or defraying the cost of personal entertainment or family travel. Intel’s office-building layouts are cubicle-based for all employees, including officers. Company-provided air travel for Intel’s officers is for business purposes only: Intel’s company-owned aircraft each hold approximately 40 passengers and are used in regularly scheduled shuttle routes between Intel’s major U.S. facility locations, and Intel’s use of non-commercial aircraft on a time-share or rental basis is limited to appropriate business-only travel. Intel’s health care, insurance and other welfare and employee-benefit programs are the same for all eligible employees, including Intel’s officers. Intel’s loan programs, although modest in nature, are not available to Intel’s executive officers. Intel has no outstanding loans of any kind to any of its executive officers, and since 2002, federal law has prohibited Intel from making any new loans to its executive officers. Intel expects its officers to be role models under its Corporate Business Principles, which are applicable to all employees, and Intel’s officers are not entitled to operate under lesser standards.”
The Report finishes with a statement professing the Committee’s belief that Intel’s pay-for-performance executive compensation program sets the standard for best-in-class executive compensation practices. The same can be said for its BCCR.
PCAOB Proposes Standard on Reporting for Elimination of Material Weaknesses
Yesterday, the PCAOB proposed a standard regarding how to report the elimination of a material weakness. Here is the related press release and the 42-page proposal.
Okay, that title is my (lame) idea of an early April Fool’s joke – but here is a real NY Times article on inflation of salaries due to benchmarking. From the Museum of Hoaxes, here are the Top 100 April Fool’s Day Hoaxes of All Time. I like #4, when Taco Bell bought the Liberty Bell.
Jack Welch Defends His Retirement Perks
Last night, in an interview with Dan Rather on “60 Minutes Wednesday,” Jack Welch defended the retirement perks that he eventually gave up and became the basis for last year’s settlement with the SEC. Jack explained how he rejected $300 million worth of restricted stock near the end of his term as CEO, opting instead for the lifetime continuance of perks that became controversial when the scope of them were fully disclosed in his divorce proceedings. A video archive of the interview is available, including footage with Jack’s new wife.
Fairchild Executives Cut Pay to Settle Compensation Lawsuit
A few months ago, on CompensationStandards.com, we posted a complaint filed in Delaware that alleged breaches of fiduciary duty and disclosure regarding the way the CEO and other executives were being compensated. According to this article in the Washington Post, the company and defendant officers have settled the lawsuit by cutting their pay and discontinuing some questionable practices.
Bloomberg Entering the Legal Database Market?
According to the Maryland Daily Record, Bloomberg intends to challenge Lexis and Westlaw by entering the legal database market. I can’t find anything on Bloomberg’s site to confirm this March 25th article.
Yesterday, the SEC’s Office of Chief Accountant issued SAB 107 regarding the FASB’s option expensing standard. SAB 107 adds a new Topic 14 to the SAB series regarding Statement 123(R) and amends portions of some existing topics – as well as addresses a range of disclosure issues, from MD&A to non-GAAP measures.
As noted in the SEC’s press release, “Among other things, SAB 107 provides interpretive guidance related to the interaction between Statement 123R and certain SEC rules and regulations, as well as provides the staff’s views regarding the valuation of share-based payment arrangements for public companies. SAB 107 also reminds public companies of the importance of including disclosures within filings made with the SEC relating to the accounting for share-based payment transactions, particularly during the transition to Statement 123R.”
In addition, the SEC’s Office of Economic Analysis posted this interesting memo regarding valuation and the economic impact of option expensing.
Don’t forget next week’s timely NASPP webcast – “What You Need To Know About Option Valuation” – which is the 3rd webcast from the NASPP on this important topic during the past few months (archives of the other webcasts are still available, including practical remarks from FASB staffers).
GAO Criticizes Security Measures at the SEC
According to a 29-page report released last week by the Government Accountability Office, computer security at the SEC is lax enough to put financial – and personnel – information at risk. The problems cited in the report run the gamut, from not implementing effective electronic access controls to weaknesses in other information system controls (including physical security, segregation of computer functions, and application change controls).
According to a Washington Post article on Friday, the SEC responded by pledging to address the issues by June 2006. A spokesman said the SEC already has installed “intrusion detection systems” and replaced firewalls.
Personally, I am always amazed that there have not been any reported hacks of the EDGAR system – as that has to be one of the most popular targets of the hacking community, even for the youngsters for whom it’s just a sport. It is easy to imagine the harm that could be caused by someone that hacked EDGAR (e.g. post a fake 8-K with some drastic news that is a market-mover).
April E-Minders is Up!
We have posted our April issue of E-Minders – as well as this interview with Denise Annunciata on State Law Research.
Last week, in SEC v. Gemstar-TV Guide International, the 9th Circuit ruled en banc that severance payments – at least those in the 5x base salary range – are “extraordinary payments” under the meaning of Section 1103 of Sarbanes-Oxley. Notably, the concurring opinion proposes that it should be interpreted even more expansive.
The impact of this important decision on executive compensation practices should be felt soon, as compensation committees will want to consider this decision – together with the Section 304 clawback provision – to determine whether they have met their fiduciary obligations. For example, Art Meyers of Palmer & Dodge raises these questions that all compensation committees should now consider:
– Should companies avoid entering into severance arrangements after a restatement?
– Should compensation agreements provide for an automatic freeze if there is a
restatement?
– Is this yet another reason why comp committees should hire consultants to determine in advance what similar performing peer group companies are doing?
– If a company agrees to limit its severance to 2.99x base salary plus bonus unless shareholder approval is obtained – as many institutional investors are now demanding – does that create a de facto “safe harbor” for purposes of 1103?
We will continue to post practice pointers on these questions on CompensationStandards.com in our “Severance Arrangements” and “Clawback Provisions” Practice Areas. The 9th Circuit decision is available in the “Comp Litigation” Portal.
ISS Issues 52 FAQs on its Compensation Policies
To further help companies – and investors – understand how it intends to recommend votes on compensation issues, ISS issued these 52 FAQs last week.
Audit Fees Continue Their Upward Trend
According to an article in Friday’s WSJ, a survey comprising of most of the Dow 30 revealed a 40% increase in audit fees disclosed compared to the prior year. Part of that increase is because internal control costs are now included in the “audit fee” bucket rather than “audit-related,” but the overall trend of rising audit fees should come as no surprise.
My Podcasting Experiment
Probably because I love the microphone so much, I am dying to get in on the ground floor of “podcasting.” Heavily covered in the NY Times during the past month, podcasting is merely the posting of a series of audio files. Probably to make it seem more glamorous, the media likens podcasts to radio broadcasting.
Not anything of substance, here is my inaugural podcast. The ones to follow will be in the form of audio interviews with experts on hot and interesting topics – perhaps with occasional dalliances off-the-beaten path – wonder what Johnny Depp is doing?
In the first case involving a company reaffirming its previous expectations for earnings, the SEC announced Thursday that it had settled Reg FD charges against Flowserve Corporation, its CEO and its Director of Investor Relations. In the face of this complaint, the company and the CEO consented to pay civil penalties of $350k and $50k, respectively, and the Company, CEO and IR Director consented to a cease-and-desist order. This also is the first time an IR officer was part of an SEC action regarding a Reg FD violation.
The Facts and Allegations: In late September ’02, the company lowered it ’02 calendar-year annual earnings forecast – which it then confirmed in its 10-Q filed on October 22. The SEC alleged that at a private meeting of the CEO and IR Director with analysts on November 19, the CEO reaffirmed this earnings guidance in response to a question (during which the IR Director was silent).
On November 20, one of the analysts issued a report distributed to First Call subscribers stating that the company had reaffirmed earnings guidance, and on the following day, the stock went up about 6% on increased trading volume. After the close of that day, November 21, the company filed an 8-K reporting that it had reaffirmed its guidance in a conversation with analysts.
The company had a disclosure policy to respond to questions about “comfort” with guidance as follows: “Although business conditions are subject to change, in accordance with Flowserve’s policy, the current earnings guidance was effective at the date given and is not being updated until the company publicly announces updated guidance.”
The SEC found that the IR Director did not caution analysts prior to the meeting as to what topics were off-limits for their discussion with the CEO – and did not reiterate the company policy at the meeting.
What The Case Means: This case should help resolve the ongoing debate about how much time is acceptable since the company last gave public guidance to make a private reaffirmation. I believe someone from the SEC Staff said a while ago that confirming a month later clearly would be a problem and this case proves that point.
Some law firms had been suggesting one week is the rule of thumb to use, but I am not sure that many companies followed that guidance. Factors to consider include where is the company in its earnings cycles (ie. it’s safer to confirm guidance in the first half of a quarter than in the second) and whether there have been any intervening circumstances since the company’s last public guidance or reaffirmation (ie. would these intervening circumstances likely cause a reasonable investor to question the continued accuracy of the last estimate).
Until we hear more from the SEC Staff, a safe rule of thumb might now be that a week is okay, but longer can be risky (depending on the circumstances, of course) – any confirm creates risk and the longer the time lapse, the greater the risk. This area is ripe for a webcast now and I am “on it.”
PCAOB to Consider Standard Regarding Corrections of Internal Control Material Weaknesses
On Thursday, the PCAOB will hold an open meeting at 10 am to consider proposing a standard that would permit, but not require, auditors to report on a company’s assertion that it had eliminated a previously reported material weakness in its internal control over financial reporting.
Wal-Mart’s Vice Chair Resignation and the Federal Sentencing Guidelines
On Friday, as disclosed in a Form 8-K under Item 5.02, Wal-Mart’s Vice Chair resigned – and 3 employees were fired – following an internal probe of misappropriated funds; somewhere between $100k-$500k of personal reimbursements, payment of third-party invoices and the use of company gift cards falsified by the Vice Chair (who was the 2nd highest executive officer until he retired in January).
Keith Bishop notes that the interesting aspect of this development is that it appears that Wal-Mart has taken to heart the November 2004 amendments to the federal sentencing guidelines. By conducting an investigation and terminating the Vice Chair, it appears that the company is meeting the sentencing guideline requirement that its compliance program is enforced through “appropriate disciplinary measures for engaging in criminal conduct.”
For M&A practitioners, Omnicare – and what it really means – continues to be a heated topic. Learn more in this DealLawyers.com interview with Dan Sternberg on Delaware Applying Narrow Interpretation of Omnicare.
Easier Company Searches on EDGAR
Good news! There is a handy new feature on the SEC’s EDGAR company search page that allows you to search by ticker for the largest 1500 publicly traded companies.
Martha and Her D&O Insurance
From page F-34 of the Martha Stewart Living Omnimedia 10-K under “Related Party Transactions”:
“Martha Stewart has submitted a claim, pursuant to the Corporation’s By-laws, for approximately $3.7 million, for reimbursement of certain expenses relating to her defense of the count of the federal criminal complaint against her alleging she made false and misleading statements intended to influence the price of the Corporation’s stock. Ms. Stewart’s defense of this count was successful and a judgment of acquittal was entered in her favor. The Corporation and Ms. Stewart submitted the question of whether or not she is entitled to indemnification to an independent expert on Delaware law. On March 15, 2005 the independent expert determined that Ms. Stewart is entitled to indemnification. The Corporation believes that any amount to be reimbursed to Ms. Stewart will be reimbursable to the Corporation under its Directors & Officers insurance policy and, accordingly, does not believe that the payment will result in an expense to the Corporation.”
Tune in for our webcast – “D&O Insurance Today” – on April 13th to learn how D&O insurance practices are changing and what you should do about it!
Yesterday, the lead article in the Washington Post Business section heavily criticized the increasing gap between pay and performance for CEO pay.
Quoted in the article, Harvard Professor Lucian Bebchuk continues to get high marks for his “Pay for Performance” book, which we recommend as “must” reading for directors to understand the lay of the land today in this critical area. Professor Bebchuk has contributed a number of items to CompensationStandards.com, including these practice pointers on retirement benefits and study on growth of executive pay.
More on Recapture of Incentive Pay
Looks like another reader of the NY Times had a similar reaction to mine after reading last Sunday’s article on the recapture of bonuses (see my blog of 3/15) – below is his letter to the editor:
To the Editor:
The explanations offered by the corporations featured in your article (“Sorry, I’m Keeping the Bonus Anyway,” March 13) for not pursuing the recovery of bonuses paid to executives that turn out to have been improperly paid ring hollow to any experienced commercial litigator. If a contract says that you get a bonus if certain numbers are reached, and they aren’t, you aren’t entitled to the bonus. It makes no difference if it is paid as a result of either mistake or fraud – it has not been earned. And recovering it cannot be noncost effective, unless the lawyers choose to make it so; these are not hard cases, and boards owe it to shareholders to pursue them.
Patrick T. Collins
Short Hills N.J., March 14
Also noteworthy is that Monday, in an interview carried in the USA Today, the Staples’ CEO stated this:
Q: Should boards insist on “clawing back” incentive pay when it turns out a company’s results were overstated?
A: Absolutely. There’s an obligation to claw back ill-gotten gains.
SEC Issues FAQs on XBRL Filing
Yesterday, the SEC issued these FAQs on filing in XBRL in the EDGAR voluntary filing program. It’s unknown which companies are participating in this voluntary program at this time.
