Recently, I blogged about how SEC Commissioner Dan Gallagher and former SEC Commissioner Joe Grundfest wrote a paper attacking Harvard’s “Shareholder Rights Project” (also see this Davis Polk blog). As a rebuttal, Professor Macey wrote this blog that analyzes errors in the paper. Then Grundfest responded – and Macey responded to that. And then another blog from Grundfest (endorsed by Gallagher) – and a last response from Macey. All interesting stuff.
Even more interesting is this DealBook piece which really gets into the nitty gritty of the personalities involved and whether a sitting Commissioner should be writing about potential securities law violations in a law review piece.
But I want to get to more of a procedural issue – prejudgement by an administrative agency. Does Commissioner Gallagher’s comments in his co-authored paper now preclude him from participating in deliberations on related issues? In other words, must he be recused? For starters, at the end of his blog about this issue, Keith Bishop wonders:
Daniel Gallagher is a sitting Commissioner and his co-authorship of this paper could lead arguments that he must disqualify himself should the issue actually come before the Securities and Exchange Commission. It is unlikely that it would because SEC enforcement would take form of a civil enforcement action before an Article III judge. The most famous case dealing with claims of prejudgment in administrative proceedings is Cinderella Career & Finishing Schools, Inc. v. FTC, 425 F.2d 583, 591 (D.C. Cir. 1970) which enunciated the following test:
“The test for disqualification has been succinctly stated as being whether “a disinterested observer may conclude that [the agency] has in some measure adjudged the facts as well as the law of a particular case in advance of hearing it.” Gilligan, Will & Co. v. SEC, 267 F.2d 461, 469 (2d Cir.), cert. denied, 361 U.S. 896, 4 L. Ed. 2d 152, 80 S. Ct. 200 (1959).”
Then Professor Tamar Frankel wrote this blog entitled “Did Commissioner Gallagher Violate SEC Rules?,” which includes this excerpt:
I am unaware of any case in which a sitting SEC Commissioner released a paper accusing particular individuals or organizations of legal violations, and urging enforcement action and/or private suits against them, or used such public accusations as an instrument for urging other Commissioners or the SEC staff to change their policy. In a recent comment to the New York Times, Harvey Pitt brought up as a possible precedent a 1974 speech by then-Commissioner A.A. Sommer who expressed concerns about “going-private” transactions. However, Sommer’s speech (available on the SEC website here) did not mention (let alone accuse) any particular individuals or organizations (the only mention of any names in the Speech is in footnote citations to past court cases). There is a big difference between discussing general policy problems, which SEC Commissioners should be doing, and attacking or urging actions against particular individuals and organizations, which SEC Commissioners should not be doing.
I want to emphasize that this isn’t my area of expertise. But as I understand it, the standard for recusals is a bit vague. It’s closely intertwined with the factual question of whether a comment or remark constitutes prejudgement or bias. And it’s also fundamentally different for matters of general regulatory policy (e.g. rules) and “specific matters” (e.g. enforcement action).
Jack Katz, longtime former Secretary of the Commission, notes:
It seems to me that the recusal question is a very tricky one that in large measure could depend on how the issue is submitted to the Commission. The central issue may concern the application of the “prejudgement” doctrine. Prejudgement arises on specific matters/adjudications where the Commission must act on the basis of the record in the proceeding (“on the record” proceedings). Typically, this is an enforcement administrative proceeding, although it can also be hearings on registrations/licensings, revocations or exemptive actions. It is not limited to formal hearings before an ALJ. If a Commissioner has reached a decision on a “specific” matter before the record has been submitted, then he or she is said to have pre-judged the case and may not participate.
This doctrine is fundamentally different if the matter is not a “specific” question or issue, but rather a matter of general applicability, such as a rule-making. In these areas, it is accepted that Commissioners may have pre-existing opinions or views on the correct interpretation of the law that may influence how they vote. So ultimately, the issue may turn on how this is presented to the Commission.
For some SEC-related precedent, consider the 1988 Eighth Circuit case – Antoniu v. SEC – concerning SEC Commissioner Charles Cox. This was a prominent insider trading case at the time and Commissioner Cox gave a speech discussing the need for different levels of sanctions for inadvertent violators and indifferent violators. Cox referred to this insider trader, who had been enjoined, as an indifferent violator. Unfortunately, Cox had forgotten that there was a pending “follow-on” administrative proceeding to bar the guy that was on appeal to the Commission. Shortly after the speech, the SEC became aware of the problem and Cox had to recuse himself. The court was concerned that the SEC never formally recorded a date when he was recused – and so the SEC couldn’t demonstrate that he had never participated in the pending appeal. This law review article by Prof. Douglas Michael – who was Cox’s counsel at the time and who wrote that speech for Cox – does a nice job of explaining this case…
Meanwhile, in this blog, Keith Bishop delves into the issue of whether the Shareholder Rights Project was providing “legal advice” to its institutional investor clients (also see this follow-up blog by Keith about how the SRP website was changed in the wake of his initial blog)…
Tune in tomorrow for the webcast – “Governance Roadshows: In-House & Investor Perspectives” – during which Vanguard’s Sarah Goller, BlackRock’s Michelle Edkins, Morrow & Co’s Bill Ultan and Global Governance Consulting’s Susan Wolf will explain governance roadshows – including provide practice pointers about what works – and what doesn’t.
Corp Fin Updates Financial Reporting Manual (Been a While)
Yesterday, Corp Fin indicated that it recently updated its Financial Reporting Manual to conform it to the issuance of Accounting Standards Update No. 2014-17, Business Combinations (Topic 805): Pushdown Accounting, a consensus of the FASB Emerging Issues Task Force and rescission of SAB Topic 5.J. Think it’s been nearly a year since the last change…
More action since I blogged about the spate of companies seeking no-action relief on counterproposal grounds (Rule 14a-8(i)(9)) last Monday. I’ll start with this blog by Michael Levin of “The Activist Investor” about his views on access – and here’s Michael’s letter to NY Times’ Gretchen Morgenson about her column.
Then we have CII sending letters to Whole Foods and the other companies who plan to include their own proposals on the ballot, arguing that they set unreasonably high barriers to shareowner nominations and urging that the “3%/3 years” formula should be the standard. In addition, CII has written this letter to the SEC seeking a different approach from the Staff in processing this type of no-action request.
Here’s a list of the 16 companies that have sought no-action relief on proxy access so far (including links to their no-action requests; also see Ning Chiu’s chart):
Dodd-Frank: Technical Corrections Bill Fails to Pass (For Now)
In all my reporting on Congressional activity last week, I forgot to mention that Congress failed to pass the Dodd-Frank corrections bill last week (HR 37). It was due to an oddity of the need for a two-thirds vote needed for passage – normally it just requires a majority vote, but the GOP used a voting procedure for non-controversial measures that uses the higher two-thirds standard and Democrats didn’t vote for the law, as noted in this Bloomberg article. HR 37 would have delayed the Volcker Rule and would have exempted emerging growth companies and small business with revenues under $250 million from XBRL requirements – as well as require the SEC to simplify Regulation S-K. My guess is that a new bill will accomplish these things and pass soon enough…
The SEC has issued a notice to hold an open Commission meeting to propose rules for securities-based swaps on Wednesday (and as noted in this blog, Congress has passed legislation which provides that swap end-users do not have to provide initial and variation margin for uncleared swaps as previously required by Dodd-Frank). But nothing about pay ratio rules being adopted…
Rock Party Weekend: Section 16 Workshop
As you can tell from this 6-second video, our inaugural “Section 16 Workshop” included some play amongst real work. Our 2nd workshop – in San Francisco on June 8th – is nearly sold out. Act fast if you want to attend…
Go figure. In November, a study came out that found that paying subscribers appear to gain access to SEC filings ahead of the rest of us. A week after I blogged about the study, I blogged again about how the WSJ was reporting that the SEC seemed to be well on its way to fixing the problem and evening the playing field. Maybe that report came too soon as this new WSJ article notes how the SEC is planning to fix the problem in the 1st quarter in 2015.
SEC Distances Itself From Janus & Adopts Expansive View of Rule 10b-5
Here’s a blog by Stinson Leonard Street’s Steve Quinlivan:
The SEC recently rendered an opinion in an enforcement action against two persons, John P. Flannery and James D. Hopkins, associated with an investment adviser. In so doing, it sought to limit the Supreme Court’s holding in Janus and offered an expansive view of Rule 10b-5(a) and (c). Commissioners Gallagher and Piwowar dissented from the Commission action.
In Janus, the Supreme Court interpreted Rule 10b-5(b)’s prohibition against “mak[ing] any untrue statement of a material fact.” After concluding that liability could extend only to those with “ultimate authority” over an alleged false statement, the Court held that an investment adviser who drafted misstatements that were later included in a separate mutual fund’s prospectus could not be held liable under Rule 10b-5(b).
According to the SEC, Rule 10b-5(a) and (c) are different. Those provisions do not address only fraudulent misstatements. Rule 10b-5(a) prohibits the use of “any device, scheme, or artifice to defraud,” while Rule 10b-5(c) prohibits “engag[ing] in any act, practice, or course of business which operates or would operate as a fraud or deceit.” The SEC noted the very terms of the provisions “provide a broad linguistic frame within which a large number of practices may fit.” Accordingly, the SEC concluded that primary liability under Rule 10b-5(a) and (c) extends to one who (with scienter, and in connection with the purchase or sale of securities) employs any manipulative or deceptive device or engages in any manipulative or deceptive act. Per the SEC, as various courts have recognized, that standard certainly would encompass the falsification of financial records to misstate a company’s performance, as well as the orchestration of sham transactions designed to give the false appearance of business operations.
It is the SEC’s view that Rule 10b-5(a) and (c) extend even further than many courts have suggested. In particular, the SEC concluded that primary liability under Rule 10b-5(a) and (c) also encompasses the “making” of a fraudulent misstatement to investors, as well as the drafting or devising of such a misstatement. Such conduct, in the SEC’s view, plainly constitutes employment of a deceptive “device” or “act.”
The SEC does not believe Janus requires a different result. In Janus, the Court construed only the term “make” in Rule 10b-5(b), which does not appear in subsections (a) and (c); the decision did not even mention, let alone construe, the broader text of those provisions. And the Court never suggested that because the “maker” of a false statement is primarily liable under subsection (b), he cannot also be liable under subsections (a) and (c).
The SEC did not suggest that the outcome in Janus itself might have been different if only the plaintiffs’ claims had arisen under Rule 10b-5(a) or (c). As Janus recognizes, those plaintiffs may not have been able to show reliance on the drafters’ conduct, regardless of the subsection of Rule 10b-5 alleged to have been violated. Thus, the SEC interpretation would not expand the “narrow scope” the Supreme Court “give[s to] the implied private right of action.” The SEC also noted that in contrast to private parties, the Commission need not show reliance as an element of its claims. Thus, even if Janus precludes private actions against those who commit “undisclosed” deceptive acts, it does not preclude Commission enforcement actions under Rule 10b-5(a) and (c) against those same individuals.
Insider Trading: SEC Condemns Lawyer’s Breach Of Client Confidences While Offering Whistleblower Bounties for Breaches
Here’s an excerpt from this blog by Keith Bishop about this recent SEC enforcement action charging a California-based attorney and his wife with insider trading on confidential information obtained from a corporate client:
I certainly don’t take any issue with the SEC’s assertion that a California attorney owes a duty “To maintain inviolate the confidence, and at every peril to himself or herself to preserve the secrets, of his or her client.” Cal. Bus. & Prof. Code § 6068(e)(1). However, I do find it richly ironic that the SEC would make this claim in light of its explicit invitation to attorneys to violate client confidences in Rule 205.3(d)(2) and the possibility that an attorney who does so may be financially rewarded under the SEC’s whistleblower program.
Here’s an excerpt from this blog by Lane & Powell’s Doug Greene:
This year will be remembered as the year of the Super Bowl of securities litigation, Halliburton Co. v. Erica P. John Fund, Inc. (“Halliburton II”), 134 S. Ct. 2398 (2014), the case that finally gave the Supreme Court the opportunity to overrule the fraud-on-the-market presumption of reliance, established in 1988 in Basic v. Levinson.
Yet, for all the pomp and circumstance surrounding the case, Halliburton II may well have the lowest impact-to-fanfare ratio of any Supreme Court securities decision, ever. Indeed, it does not even make my list of the Top 5 most influential developments in 2014 – developments that foretell the types of securities and corporate-governance claims plaintiffs will bring in the future, how defendants will defend them, and the exposure they present.
Topping my Top 5 list is a forthcoming Supreme Court decision in a different, less-heralded case – Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund. Despite the lack of fanfare, Omnicare likely will have the greatest practical impact of any Supreme Court securities decision since the Court’s 2007 decision in Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308 (2007). After discussing my Top 5, I explain why Halliburton II does not make the list.
In this CompensationStandards.com podcast, Rich Fields of Tapestry Networks provides some insight into the role of directors in CD&As, including:
– What do directors see as the purpose of the CD&A?
– How involved are they in creating and finalizing the CD&A?
– Are there any particularly challenging CD&A drafting decisions directors are thinking about?
– Any practical tips for CD&A drafting season?
Others May Seek Swap Reporting Delay Like Southwest
Here’s news from this blog by Steve Quinlivan: Reuters has an interesting article about a no-action letter the CFTC issued to Southwest Airlines to permit a 15 calendar day delay in reporting oil derivative transactions. Southwest apparently convinced the CFTC that rapid reporting caused markets to move against it, interfering with its ability to hedge. According to the Reuters article, Southwest had long sought an exception, and it was the arrival of now CFTC Chair Tim Massad that apparently shook things loose. The article explains that the relief ultimately granted Southwest was narrower than what was originally sought.
So the question now becomes whether others will seek similar relief. It looks like anyone asking for relief would have a high hurdle to surmount. In the Southwest no-action letter the CFTC noted:
The Division understands that Brent and WTI crude oil swap and swaption market with trading tenors 2 years or longer has few transactions and/or few market participants.
Accordingly, a shorter reporting timeline may increase the risk that the parties’ identities and their business transactions will be released, which may hinder the liquidity providers’ ability to lay off risk. The liquidity providers, in turn, are likely to build that risk into their transactions by imposing additional costs on their counterparties. The Division understands that these contracts are traded by or with Southwest.
The Division further understands that if two commercial end-users trade these contracts with each other, one or both sides to the transaction might be left with residual trades to execute in order to match their desired risk profile with their position. Once information on the original trade is released to the public, it is likely to be difficult for the end-user to execute the remainder of its desired trades. This may increase the costs of hedging to Southwest.
Hat tip to Hunton & Williams’ Scott Kimpel for reading the latest update to the Edgar Filer Manual, which reveals that the SEC has fixed that bug that caused problems for some issuers that filed Exhibit 1.01 to Form SD. Form 1.01 will be allowed going forward; Exhibit 1.02 will not. Here’s the summary from the SEC:
A new exhibit type EX-1.01 will be available on EDGARLink Online for submission form types SD and SD/A. Filers that are filing a Conflict Minerals Report should specify Item 1.02 on a Form SD or SD/A submission and attach the Conflict Minerals Report as EX-1.01 in official ASCII or HTML format. Exhibit type EX-1.02, which was previously allowed on an SD and SD/A submission, will no longer be available on EDGARLink Online or accepted by EDGAR.
Meanwhile, as noted in this Dodd-Frank blog, during the final week of 2014, appellants National Association of Manufacturers, U.S. Chamber of Commerce and Business Roundtable filed their supplemental brief in the conflict minerals case…
Poll: How Many Pages in the Longest 10-K Filed During 2014?
Take a guess as to how many pages were in the longest Form 10-K filed during 2014 – the page count includes exhibits. I will blog next week with the answer:
free polls
Transfer Agents: More Regulation Coming?
Here’s a topic that you don’t often see tackled by a SEC Commissioner – the regulation of transfer agents. Recently, SEC Commissioner Aguilar delivered this statement (interestingly, not a speech) calling for updating the oversight of transfer agents. It’s in an easy-to-read Q&A format.
Does Politico suddenly have the inside track at the SEC? That would be a shocker. This excerpt from this article surprised me yesterday:
…the SEC’s commissioners are expected to vote on Dodd-Frank rules as soon as mid-January, sources said, with the most likely candidates being regulations concerning derivatives markets and the law’s controversial “pay ratio” requirement for executive compensation.
The article also handicaps the odds of crowdfunding and other Dodd-Frank rules. Personally, I would fall off my chair if the SEC adopted pay ratio rules next week – but we’ll find out soon enough whether Politico’s “sources” are real. Note that this article from the Washington Examiner notes that a source at the SEC said that finalizing the pay ratio rule was a “top priority” and that “while there is no timetable to finish the rule…it could be done soon.”
As an aside, here’s an article critical of some members of Congress that have asked the SEC to change its budget priorities…
Securities Regulation Legislation in the Coming 114th Congress
If the current 113th Congress is any measure, we can expect the coming 114th Congress to introduce and promote bills seeking, among other matters, to facilitate capital formation, to correct oversights in the original JOBS Act, to make crowdfunded equity offerings a reality and to ease reporting complexity for smaller issuers. Here is a link to our chart discussing the bills currently pending. Most of these bills did not progress very far. For example, of the nineteen JOBS Act related bills we tracked, only two — H.R. 4200, “Small Business Investment Company (SBIC) Advisers Relief Act of 2014,” and H.R. 4569, “Disclosure Modernization and Simplification Act of 2013” — were successfully passed in the House. However, regardless of whether they were passed in one chamber, all bills will need to be re-introduced in 2015 There is a reasonable expectation that the new Congress, which will be majority Republican in both Houses, will be able to pass some of these bills and present them to the President for signing. We look forward to an interesting 2015 in securities regulation.
Also see this Reuters article on the potential rollback of Dodd-Frank rules in 2015. And this article entitled “GOP to Warren: That Dodd-Frank Rollback Was Just the Appetizer.”
Meanwhile, this article about how the OCC issued a press release highlighting trading profits by banks is disturbing…
XBRL: The SEC’s New Pilot Program for Structured Datasets
Last week, the SEC issued this press release that announced the launch of a pilot program to facilitate investor analysis and comparisons of public company financial statement data through “structured data sets.” In reading the press release, I really had no idea what this about – but this article from Accounting Today helped me (also see this piece). Here’s an excerpt from that article:
The SEC announcement in effect means that the thousands of XBRL submissions it receives as separate files each quarter will, for the first time, be available as a single database. The SEC requires U.S. public companies to structure the data in their quarterly and annual financial reports using XBRL, which is machine-readable. The structured data files are available in the SEC’s EDGAR database as exhibits to company filings. To facilitate the use of this information, the SEC’s Division of Economic and Risk Analysis will organize it into combined data sets on the SEC’s website in formats other than XBRL. The SEC said the data posted will be as reported by filers; no changes will be made to the information. Each data set posted will include all of the relevant filings submitted for the particular quarter or year.
In the wake of Whole Foods’ successful no-action request to have Corp Fin agree that it can exclude a proxy access shareholder proposal because it will have its own access proposal on the ballot, 10 more companies have submitted no-action requests that also argue under Rule 14a-8(i)(9) that the shareholder proposals are counterproposals as noted in this blog by Davis Polk’s Ning Chiu. For example, in its incoming no-action request, Marathon Oil notes that it has its own 5%/5-years proposal – and Cabot Oil’s own proposal offers a 5%/3-year threshold as noted in its no-action request. Compare these to the New York City Comptroller’s proposal of 3%/3-years. Given that Whole Foods received Corp Fin’s blessing with a 9%/5-years threshold, it should be a slam dunk for these companies.
Proxy Access: Whole Foods Lowers Own Proposal to 5%/5-Years
One potential roadblock is that proponent Jim McRitchie filed an appeal to Corp Fin’s Whole Foods decision right before Christmas. The appeal was made to the full Commission – so there is some chance that the Whole Foods decision could be overturned. Yesterday’s column by the NY Times’ Gretchen Morgenson covers the appeal – and notes that Whole Foods recently filed a preliminary proxy statement with a proxy access proposal of 5%/5-years – not the 9%/5-years that the company had included in its no-action request.
Assuming the Commissioners side with Corp Fin, it will be interesting to see how many of the 75 companies that have received a proposal from the Comptroller are going to go this exclusion route. And even more interesting will be how shareholders react to companies that place their own proposals on the ballot in an effort to knock these shareholder proposals off the ballot…
Our January Eminders is Posted!
We have posted the January issue of our complimentary monthly email newsletter. Sign up today to receive it by simply inputting your email address!
Food for thought as we start another year. As noted in this Forbes article, a new study by Jonas Heese of Harvard Business School claims that the SEC’s Enforcement Division treats companies with higher “employment intensity” better than other companies – a form of regulatory capture. “Employment intensity” is the number of a firm’s employees relative to its size.
Having been a first row observer to the Enforcement process at the SEC, I find this hard to believe. If anything, higher profile companies would have bigger targets on their backs as the agency hopes to send messages to the market in general with its cases. And individual Staffers are hoping to make a name for themselves by catching big fish in the act…
Here’s the intro from this Morris Nichols memo: “For reasons of economy in an early-stage investment, venture capitalists and founders often will use forms made available by the National Venture Capital Association (NVCA) as a basis to negotiate the post-investment governance structure of a corporation. In Salamone v. Gorman, the Delaware Supreme Court interpreted the product of such a negotiation. As noted in the opinion, the NVCA form contemplates per share (and not per capita) voting, and the opinion is a reminder of the need for clarity if there is intent to depart from such a regime.”
More on “The Mentor Blog”
We continue to post new items daily on our blog – “The Mentor Blog” – for TheCorporateCounsel.net members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:
– Transition Timeline for New COSO Framework
– Restatements Have Fallen Sharply Since SOX
– Survey: Benchmarking the Accounting & Finance Function
– Directors: Recognizing & Reacting to Red (or Yellow) Flags
– FASB Issues Going Concern Assessment & Disclosure Standard
Each year, I’m grateful for good health and all the generosity from our members. Thank you! I hope you have the strength during the coming year to enjoy more board meetings…
Here’s news from Baker & McKenzie’s Dan Goelzer: As discussed in our June 2014 Update, earlier this year the FASB and IASB adopted a new standard on revenue recognition. For U.S. public companies, the new standard is scheduled to take effect for reporting periods beginning after December 15, 2016. Since the recording and recognition of revenue is fundamental to all businesses, most companies will be affected to some degree by the new standard and will need to consider, long before 2017, whether and how their systems, reporting processes, and controls need to be modified to accommodate the new standard. Companies that elect full retrospective implementation (i.e., presentation of three years of comparable financial information) will need to have procedures in place to that permit the standard to be applied to transactions entered in 2015.
A survey conducted during the summer of 2014 by the Financial Executives Research Foundation and PWC indicates that many companies are off to a slow start in preparing for the new standard. FERF and PWC surveyed 174 respondents, 63 percent of whom represented public companies. Company revenues ranged from less than $100 million to more than $10 billion. Key findings include –
– Slightly over half of respondents (54 percent) stated that they were “somewhat familiar” or “very familiar” with the new standard. Eight percent were not familiar with the new standard.
– Most audit committee respondents either had not yet considered the new standard or had considered it only “somewhat.”
– Only 10 percent of respondents stated that they had attempted to quantify the financial statement impact of the new standard. About a third of respondents (35 percent) indicated that their companies had not attempted to quantify the impact, while 13 percent were “not sure” and 42 percent declined to respond to this question.
– Excluding those who were unsure or declined to respond, 77 percent of respondents said they expect to make significant changes to IT or enterprise resource planning systems as part of implementation of the new standard.
– Twenty-nine percent of respondents thought that the FASB’s effective date afforded sufficient time to adopt the full retrospective implementation approach, while 25 percent thought the time was not sufficient. Nearly half of respondents were unsure or did not respond. As noted above, full retrospective application will require 2015 data applying the new standard.
The PWC/FERF survey notes that a delay in the effective date of the new revenue recognition standard is a possibility. The FASB has announced it will perform outreach to assess whether a delay is warranted and plans to reach a decision no later than the second quarter of 2015. On December 9, the Journal of Accountancy reported that FASB Chair Russ Golden said in remarks at the AICPA’s Annual SEC and PCAOB Developments conference that FASB members are conducting field visits to learn how implementation efforts are progressing. “If companies have started to consider it and need more time, we’d want to know why they need more time,” Chair Golden was quoted as saying. At the same conference, SEC Chief Accountant Jim Schnurr said that a delay “depends on a number of things, but certainly if the parties determine there are implementation issues that require additional standard setting, I would think that would be a reason why you’d have to delay the adoption.”
Comment: Revenue recognition accounting and disclosure is a significant issue for virtually all public companies. Audit committees that have not already done so should discuss with financial reporting management how the company will be affected by the new standard, what changes in systems and controls will be necessary, and the likely financial statement impact. While a delay in the effective date is possible, it appears that many companies – consciously or unconsciously – are assuming a delay. A better strategy would be to formulate an implementation timetable.
Behind the Scenes: Setting Up a “Dummy” Corporation
This article from Vice makes for some nice holiday reading as it delves behind the scenes into setting up a “bogus” shell corporation. This aren’t the type of shell companies as dealt with under the securities laws – the ones discussed in the article are more for tax shelters and that ilk…
More on “The Mentor Blog”
We continue to post new items daily on our blog – “The Mentor Blog” – for TheCorporateCounsel.net members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:
– Hemispherx Biopharma Passes As Guinea Pig for Fee-Shifting Bylaw
– Cybersecurity: Board Oversight Action Items
– New COSO Framework: One Effective Transition Approach
– In-House Litigation Counsel: Eligibility for Attorney Fees
– Director Survey: Reputation, Cybersecurity & Regulation as Top Risks
– CII Issues “Best-in-Class” Board Evaluation Disclosure
