Until this year, I think it was fairly rare that a shareholder proponent would bother to file something with the SEC to disagree with a company’s Statement in Opposition to the shareholder proposal. These Statements in Opposition are disclosed in a company’s proxy statement directly after the 500-word-or-less proposal and are governed by Rule 14a-8(m).
Under that rule, the company must provide a copy of its Statement at least 30 calendar days before definitive proxy materials are filed (or a 5-day timeframe if the SEC Staff requires the proponent to revise its own proposal under a no-action response). Once a proponent sees the company’s Statement, it can contest what it says if it feels its materially false and misleading with the SEC Staff.
In the alternative, the proponent can just “go public” with how it feels about the company’s Statement if it first files a Notice of Exempt Solicitation under Rule 14a-6(g) – the information in this Notice can then serve as the proponent’s formal rebuttal (technically, the proponent doesn’t have to file this Notice unless they cross the $5 million ownership threshold of Rule14a-6(g). For the larger institutions, you can assume that to be the case, but necessarily for the smaller ones – thus, not all of these responses get filed with the SEC).
With the ability for proponents to easily publicize their views on the Web, it seems that proponents are now more willing to publicize their displeasure about how a company comments on their proposal by filing a Notice of Exempt Solicitation with the SEC rather than just complaining to the Corp Fin Staff. For example, As You Sow filed this Notice of Exempt Solicitation recently relating to a fracking proposal submitted to Exxon Mobil. And here’s another one filed by As You Sow rebutting First Energy’s Statement in Opposition. And here is one from the Detroit Province of the Society of Jesus sent to OM Group. Hat tip to Simon Billenness for pointing this trend out and Keir Gumbs for being the legal beagle!
Study: A Ten-Year Comparison of Restatements
In a recent study, Audit Analytics looked back over ten years of restatements and, among other things, found the following:
– The quantity of restatement and non-reliance disclosures peaked in 2006 with 1795 disclosures.
– Each of the three years thereafter experienced a decline in the number of disclosures with 683 restatements in 2009.
– After three years of decline, financial restatements experienced an uptick in quantity in 2010, largely due to non-accelerated filers, but the severity remained low.
– In 2010, the number of restatements disclosed by accelerated filers decreased.
In this podcast, Kevin Penzien of Citco Corporate Services explains how companies manage the complexities of multiple foreign subsidiaries, including:
– Why should foreign subsidiaries be a priority for the corporate secretary? Don’t they have bigger fish to fry?
– Why not just hire local outside counsel to assist with foreign subsidiaries?
– Which foreign markets are particularly hot among your clients? And which jurisdictions are most difficult for US multinationals to manage legal entities?
– What are the typical foreign subsidiary implications in M&A transactions?
Always interesting, Broadridge has released its annual report regarding how the proxy season fared from its unique perspective. Here are a few gems I pulled from the report:
– 362 billion shares were processed this proxy season, a 12 billion shares increase over last season.
– Number of shares voted increased by over 8 billion shares – 94.7% of shares voted were done so electronically.
– Percentage of shares voted edged up, primarily due to increased use of ProxyEdge (83.6% of all shares voted through Broadridge) and continuing increase in Internet voting.
– Quorum increased to 83.5% from 83.4%, on average.
– 100,000 shareholders used mobile phone voting, with 30% of those voting for the 1st time.
Here are Broadridge’s e-proxy stats as of the end of 2010 – and here is a report with the proxy season stats for ’08-10.
How to Handle XBRL’s Last Phase-In
With mandatory XBRL now in effect for all companies, there is a bit of a whirlwind of folks asking questions regarding XBRL. Jill Radloff has two useful blogs – “Correcting Errors in XBRL Filings” and “XBRL Grace Periods” – and I also recommend the resources in our “XBRL” Practice Area.
In this podcast, Dan Roberts of raas-XBRL analyzes Year 3 implementation issues related to the SEC’s phase-in of mandatory XBRL, including:
– What phase of XBRL recently took effect?
– What implementation issues are smaller companies facing now?
– What can smaller companies do to overcome these issues?
– How does raas-XBRL help clients overcome these issues?
Dodd-Frank: 4th Rulemaking Progress Report
Here is the 4th progress report from Davis Polk regarding all of the various agencies engaged in Dodd-Frank rulemaking.
On Friday, Corp Fin updated its Financial Reporting Manual for issues related to subsidiary guarantor financial statements, ICFR reporting requirements for newly public companies, reporting requirements in a reverse recapitalization, as well as other changes. The good news is that Corp Fin has added a new summary of changes that comprise the current update at the beginning of the Manual. Last revised in April (and December and October before that), Corp Fin has been updating the Manual much more frequently than in the past, deciding to do so a little bit at a time rather than major rewrites as in the past.
SEC Announces IFRS Roundtable’s Agenda
The SEC has announced the panelists and agenda for its IFRS Roundtable to be held this Thursday, July 7th.
Last week, the SEC delegated authority to the Enforcement Director to disclose information that could reasonably be expected to reveal a whistleblower’s identity if the disclosure wouldn’t result in a loss of confidentiality.
Our July Eminders is Posted!
We have posted the July issue of our complimentary monthly email newsletter. Sign up today to receive it by simply inputting your email address!
Last week, the IRS proposed new regulations under Section 162(m), which would significantly change the rule that applies to pre-existing stock option plans of private companies that then go public. Among other things, the proposal also reinforces that individual award limits must be stated in an option plan. The NASPP will be covering this proposal in detail (here’s the NASPP’s Blog if you haven’t checked it out yet).
New movie on the horizon? Will Ferrell will star as “a narcissistic hedge fund manager who thinks he has seen God.”
Yes, It’s Time to Update Your Insider Trading Policy
We have posted the transcript of the webcast: “Yes, It’s Time to Update Your Insider Trading Policy.”
Mailed: May-June Issue of The Corporate Executive
The May-June Issue of The Corporate Executive includes pieces on:
– The Interplay of Section 162(m) and ASC 718
– RSUs and Unaccepted Grants
– Deferred RSUs and ERISA
– Tax Deposits for RS/RSUs
Last month, I blogged about an SEC Enforcement action against two individuals who attempted to raise $300 million via a website, a Facebook page and a Twitter account, to finance a company which would purchase the Pabst Brewing Company. The SEC’s order noted that the offering was attempted to be “crowdsourced.”
A few members weighed in with similar stories from the old days. For example, Stephen Quinlivan notes that back in the late ’90s, James Page Brewing Co. placed a small ad on the side of its six packs to sell securities in a Regulation A/SCOR deal. And here’s an old NY Times article about the Boston Beer offering mentioned in last month’s blog, courtesy of John Newell of Goodwin Procter.
I do remember other examples of companies selling directly to their customers back in the ’90s (egs. Spring Street Brewing Company; Annie’s Homegrown); some of which are referenced in the “Public Companies” section of this ’97 study on technology and the markets that I helped draft back when I was at the SEC.
It’s Here: Crowdsourcing Offerings Through Mobile Phones & Tablets
This recent piece from “The Atlantic” discusses a relatively new start-up – Loyal3 – which allows companies to create “Customer Stock Ownership Plans” similar to the ones described above, but with the twist that the plan is run through on an app for your smart phone, tablet, etc. As noted in this WSJ article, Nasdaq has partnered with Loyal3 to offer CSOPs to listed companies. [This piece entitled “Nasdaq Social Partner Was Called on the Carpet” from “Investor Uprising” notes the Loyal3’s CEO’s troubling past.]
The piece in “The Atlantic” notes that these CSOPs are “dolled-up Direct Stock Purchase Plans.” DSPPs have been wavering in popularity – both among issuers and investors – over the past decade. The piece also notes that some companies may use CSOPs to give away stock to their customers for free, claiming Frontier Communications is planning to do. I haven’t found any other information to indicate this indeed will happen (searching Google generally and SEC filings made by the company). Anyways, Travelzoo went this “free stock” route back in ’98 before it went public six years later (here’s a law review piece on “free Internet stock offerings” from back in the day).
SEC to TSRA (Trade Sanctions Reform and Export Enhancements Act of 2000): Back Off!
From a member: You should be aware of a development we’ve seen over the past few years – namely, Corp Fin searching company websites for any mention of countries on the state sponsors of terrorism list and then sending letters to those companies suggesting that they are violating both the export laws and SEC disclosure obligations. It seems that the Staff may be overlooking the fact that US export laws do not prohibit all business with any country on that list – as those laws permit certain business with certain such countries.
This blog provides an example. It explains that UPS received a letter from the SEC demanding an explanation about how UPS could do business in Iran, Sudan and Cuba when those countries are on the state sponsors of terrorism list. The SEC’s diligence on this issue appears to be searching the UPS website for references to countries on the state sponsors of terrorism list. Although it’s hard to see how the Staff would otherwise diligence this issue, this remains a concern for some companies.
Internal Pay Disparity: House Committee Passes Bill for Repeal
In this Cooley news brief, Cydney Posner notes how the House Financial Services Committee passed the “Burdensome Data Collection Relief Act,” the substance of which is a single paragraph that would repeal Section 953(b) of Dodd-Frank and make any regulations issued pursuant to it of no force or effect. Section 953(b) is the provision in Dodd-Frank that – once the SEC adopts related rules – will require companies to disclose in proxy statements and other filings the median of the annual total compensation of all employees of the issuer, excluding the CEO, the annual total compensation of the CEO and the ratio of the two.
SEC Continues Push for Enhanced Disclosure of Litigation Contingencies
We have previously noted the SEC’s efforts to urge companies to enhance their disclosure of litigation contingencies and, in particular, to provide estimates of “reasonably possible” loss or range of losses in actions for which accruals have not been established and for exposure in excess of established accruals in other actions, or to explain why such estimates cannot be provided.
The SEC appeared to focus its earlier comment letter efforts on financial services companies, many of which have relatively extensive litigation disclosure. Now, however, the SEC appears to have extended its focus to at least some companies outside of the financial services sector, including companies whose litigation exposures are not as extensive as those of many financial services companies.
Needless to say, each company’s disclosure of loss contingencies must be prepared in light of its own litigation exposures, and it is difficult to generalize concerning the nature of disclosures that should be made. The Chief Accountant of the SEC’s Division of Corporation Finance has publicly stated that disclosure of a “reasonably possible” range of losses may be done in the aggregate.
Consistent with the Chief Accountant’s position, some companies have disclosed an aggregate range of reasonably possible losses for cases for which they were able to provide such an estimate, while alerting investors that they were not able to provide a meaningful estimate of reasonably possible loss or range of loss for all of the litigation contingencies described in their quarterly (or annual) filing. These companies have not typically disclosed which of their litigation proceedings are included within the aggregate range. Providing aggregate disclosure without identifying the included versus the excluded cases helps minimize the prejudice to a company that would follow from adversaries being given potential insights regarding its views of the merits (or settlement value) of individual litigation matters. Where appropriate, companies may also explain in their disclosures that the estimated range of reasonably possible losses they have disclosed is based on currently available information and involves elements of judgment and significant uncertainties, and that actual losses may turn out to exceed even the high end of the range.
Relatedly, the FASB – last July – issued an exposure draft regarding proposed new accounting standards for litigation contingency disclosure. However, after the FASB received numerous comments critical of the proposed standards, it announced that it would postpone the adoption of new standards pending “redeliberations” on the topic. Most recently, the FASB stated that its project on “Disclosure of Certain Loss Contingencies,” has been reassessed as a “lower priority” and that further action is not expected before this December.
This Davis Polk blog on the topic lists “several large financial institutions (American Express Company, Bank of America Corporation, Citigroup Inc., The Goldman Sachs Group Inc., JPMorgan Chase & Co., Morgan Stanley and Wells Fargo & Company) gave an estimate of possible loss or range of loss above their existing reserves for the first time in their Form 10-Ks for the 2010 fiscal year and updated those estimates in their 2011 first quarter Form 10-Qs.”
Last week, a seventh company was sued regarding its pay practices – Bank of New York Mellon in a state court in New York (here’s the complaint). One of the big differences in this lawsuit is unlike the six lawsuits filed against companies that failed to garner a majority of votes in support of their say-on-pay, Bank of New York Mellon received overwhelming support for its say-on-pay (although there was a huge number of broker non-votes). Here’s the Form 8-K reporting the company’s voting results.
Mark Borges notes “this lawsuit appears to be fundamentally different from the others that have been filed following a failed say-on-pay vote. This suit alleges that the company’s board (and its Compensation Committee) acted in contravention of the terms of their long-term incentive plans. What’s interesting to me is that the details of the complaint could only have been drawn from the Compensation Discussion and Analysis, so it’s a classic example of the disclosure providing a roadmap for second-guessing the decisions of the directors.” We continue to post pleadings from these cases in CompensationStandards.com’s “Say-on-Pay” Practice Area.
By the way, two of the oldest of the say-on-pay cases have been settled. As noted in this Davis Polk blog: “KeyCorp agreed, according to Reuters, to pay $1.75 million in attorneys’ fees and expenses to settle related suits and Occidental Petroleum, faced with three suits, settled one for an undisclosed amount and had two dismissed.”
Purchasing from a Public Offering: Don’t Forget the SEC’s Credit Limitations
Here’s a tidbit from Suzanne Rothwell: With broker-dealers and their bank affiliates often extending loans to issuers, I am hearing about situations where an officer of an IPO issuer or other intended investor has asked one of the underwriters of the company’s IPO to extend a loan in order to purchase securities from the IPO or an almost simultaneous private placement. Section 11(d) of the ’34 Act prohibits an IPO underwriter from making a loan to anyone to purchase IPO securities from the offering and also in the secondary market for 30 days after the IPO.
The provision even prohibits an underwriter from “arranging” for a loan by any other party. The purpose of the regulation is to prevent underwriters from encouraging the purchase of securities without a market by extending credit to its customers. While generally a loan is permitted to investors purchasing from a private placement, the SEC can take the view that a close-in-time private placement is integrated with the IPO for purposes of the credit limitations.
House Financial Services Committee Approves the “Small Company Capital Formation Act”: Regulation A Revival Closer?
Last week, the House Financial Services Committee on Capital Markets and Government Sponsored Enterprises approved the Small Company Capital Formation Act of 2011. Several amendments were introduced and debated by the full House Financial Services Committee. This Morrison & Foerster memo explains more.
At this time last summer, we were watching the legislative process unfold that gave birth to the Dodd-Frank Act (aka FrankNDodd), and we were anxiously wondering what sort of post-apocalyptic world we might be living in once the various provisions of Dodd-Frank came into effect. With Dodd-Frank’s first birthday fast approaching (I already have some Dodd-Frank birthday gigs on my calendar), we find ourselves in more of a state of limbo than “Mad Max.” The SEC Staff has been working incredibly hard to develop rules to implement many provisions of the Act under difficult circumstances, most notably the ridiculous implementation deadlines set forth in the statute, the perennial problem of understaffing and intermittent threats of government shutdown. With all that, some progress has been made, and there will no doubt be much more progress coming soon. As for the corporate governance and compensation provisions of the Dodd-Frank Act affecting public companies, the lay of the land today is as follows:
1. The SEC has completed rulemaking on the Say-on-Pay provisions and whistleblower provisions of Dodd-Frank. Say-on-Pay turned out to be more like “Y2K” than the apocalypse, with significant support for Say-on-Pay resolutions at most companies.
2. The SEC expects to adopt rules with regard to the compensation committee and adviser independence provisions in the second half of 2011. It seems likely that the final rules on these provisions will be adopted this summer, to be followed by the exchanges’ efforts to establish the applicable listing standards.
3. The SEC expects to adopt rules implementing the “specialized corporate disclosure” provisions (conflict minerals, payments by resource extraction issuers and mine safety) in the second half of 2011. It seems that the SEC wants to treat all of these disclosure provisions as a package deal, otherwise they probably would have adopted the mine safety rules by now, given that mining companies already have to comply with the statutory requirements. The conflict minerals disclosure provisions continue to present many challenges in coming up with workable rules for a potentially very large proportion of the universe of public companies, so we should all be thankful that the Staff and the Commission are taking their time to deliberate the outcome.
4. The SEC currently plans to propose rules in the second half of 2011 regarding pay for performance disclosure, the median employee/CEO pay ratio disclosure, compensation recovery listing standards (and related disclosure), and disclosure regarding employee and director hedging. With the press of other business under the Dodd-Frank Act and otherwise, I could see some or all of these provisions getting pushed back even further, perhaps even past the 2012 proxy season.
5. The SEC has not yet come out with any proposal as to the other significant matters which would be excluded from broker discretionary voting, although that one might be expected some time later this year in anticipation of getting something on the books for the 2012 proxy season.
6. A decision by the U.S. Court of Appeals for the DC Circuit in the lawsuit challenging Rule 14a-11 (adopted in August 2010 after authority issues were cleared up by Dodd-Frank) is still expected this summer.
Will Congress Help?
It doesn’t seem that Congress will have much appetite to pare back the most onerous provisions of Dodd-Frank applicable to public companies, however earlier this week there was at least a sliver of hope when the House Financial Services Committee held a hearing to consider bills which included H.R. 1062, the Burdensome Data Collection Relief Act, which would repeal the pay ratio disclosure requirement in Dodd-Frank. At the hearing, the Financial Services Committee ordered that the bill be reported to the full House. It is anybody’s guess as to whether the bill may ultimately get voted on, but at least it made it out of the Financial Services Committee.
Delaware Addresses Advance Notice For Shareholder Proposals
An interesting advance notice development from Steven Haas of Hunton & Williams:
Recently, the Court of Chancery issued an interesting decision in Goggin v. Vermillion, Inc. applicable to shareholder proposals and annual meetings. In denying a motion to enjoin a stockholders meeting, the court enforced an advance notice requirement for shareholder proposals that was set forth in the company’s 2010 proxy statement rather than its bylaws.
By way of background, the company’s 2010 proxy materials mailed last October provided that the advance notice deadline for shareholder proposals at the 2011 annual meeting was January 1, 2011. At the time, however, it wasn’t clear when the company’s 2011 annual meeting would be held. While the company traditionally had held its annual meetings in June of each year, it had filed for bankruptcy in 2009 and decided to hold its 2010 meeting in December–just weeks before the January 1, 2011, advance notice deadline disclosed in the proxy materials.
In February 2011, more than a month after the advance notice deadline had passed, the company announced that its 2011 annual meeting would be held on June 7, 2011. As a result, the January 1 deadline resulted in a 150-day advance notice requirement for the 2011 meeting–far more than the typical 90 or 120-day requirements found in many bylaws of Delaware corporations.
The court observed that Delaware law does not require that shareholders provide advance notice of proposals or of director nominations to be raised at an annual meeting. It also acknowledged that the company didn’t have an advance notice bylaw, although it had since adopted one applicable to its 2012 stockholders meeting. Nevertheless, the court held that “the Company set forth its notice requirement for the 2011 Meeting in the October 20, 2010 proxy and that the plaintiff was unlikely to prevail on the merits by showing that the advance notice requirement was unreasonably long or unduly restrictive of [his] franchise rights.”
The court seems to have been strongly influenced by the fact that 5 of the 6 directors were independent and there were no clear signs of entrenchment motives (e.g., the plaintiff did not signal his dissatisfaction with management until after the advance notice deadline had passed). Thus, the deadline was established on the “proverbial clear day” and conformed to the company’s pre-bankruptcy practices.
Still, many observers may be surprised to see the court enforce an advance notice provision that was not set forth in the company’s governing documents. It also is notable that shareholders had approximately 2½ months notice of the pending deadline (i.e., the time in between the mailing of the October 2010 proxy statement and the January 1, 2011, deadline), and that the deadline turned out to be 150 days before the then-unknown meeting date. In contrast, many advance notice bylaws provide that, if the date of an annual meeting significantly deviates from the prior year’s meeting date, shareholders can provide notice of proposals or director nominations within 10 days after the announcement of the meeting date.
Tomorrow is the last day for the early bird discount for our annual package of executive pay conferences to be held on November 1st-2nd in San Francisco and by video webcast: “Tackling Your 2012 Compensation Disclosures: 6th Annual Proxy Disclosure Conference” and “The Say-on-Pay Workshop Conference: 8th Annual Executive Compensation Conference.” Save by registering by the end of Friday, June 24th at our early-bird discount rates. Note this early-bird discount will not be extended.
SEC Moves Forward with More Dodd-Frank Rulemaking
Yesterday was another big day in the annals of Dodd-Frankdom, as the SEC adopted rules that require advisers to hedge funds and other private funds to register with the SEC. The rules also establish new exemptions from SEC registration and reporting requirements for some advisers, and change the allocation of regulatory responsibility for investment advisers between the SEC and states. The Dodd-Frank Act directed the SEC to adopt these rules in order to close a perceived regulatory gap, in that certain advisers to large hedge funds and private equity funds had been able to avoid SEC registration over the years. This fact sheet describes the new rules, and the SEC has already published the release for the rules related to the Investment Advisers Act amendments and the release for the exemptions applicable to advisers to venture capital funds, private fund advisers with less than $150 Million in assets under management, and foreign private advisers.
SEC Defines “Family Office”
In a related rulemaking, the SEC adopted a definition of “family offices” for the purposes of excluding them from the application of the Investment Advisers Act. With the package of rules adopted yesterday, the SEC has accomplished the rulemaking relating to the fund-related provisions of Title IV of the Dodd-Frank Act that will become effective on the one year anniversary of the Dodd-Frank Act on July 21, 2011.
Yesterday, the PCAOB issued a concept release on possible revisions to PCAOB standards related to reports on audited financial statements. As noted in this statement by PCAOB Chairman James Doty, the effort to look at the PCAOB standards applicable to audit reports comes out of concern as to “whether audits adequately served investors’ needs in the months and years before and during the [financial] crisis.”
The concept release highlights several alternatives to the auditor reporting model that would facilitate the communication of information from the auditor to investors. The concepts include: (1) an Auditor’s Discussion and Analysis to be included as a supplement to the auditor’s report, in order to provide the auditor with the ability to discuss his or her views regarding significant matters, as well as information about the audit (such as audit risks identified in the audit, audit procedures and results), auditor independence and the auditor’s views regarding the company’s financial statements; (2) required and expanded use of “emphasis paragraphs” in all audit reports that would highlight the most significant matters in the financial statements and identify where those matters are disclosed in the financial statements, such as significant management judgments and estimates, areas with significant measurement uncertainty and other areas that the auditor determines are important for a better understanding of the financial statement presentation; (3) auditor assurance on information outside of the financial statements, such as MD&A, non-GAAP information or earnings releases; and (4) clarification of the standard auditor’s report, whereby clarifying language would be added about what an audit represents and the related auditor responsibilities, including language regarding reasonable assurance, the auditor’s responsibility for fraud, the auditor’s responsibility for financial statement disclosures, management’s responsibility for the preparation of the financial statements, the auditor’s responsibility for information outside of the financial statements, and auditor independence. The PCAOB has noted that these potential alternatives are not mutually exclusive, therefore a revised auditor’s report could include any of these alternative concepts or a combination of concepts, as well as elements of these concepts.
The PCAOB is soliciting comments on the concept release until September 30, 2011, and plans to convene a roundtable in the third quarter of 2011 to discuss these issues.
Unfinished PCAOB Business and Your Proxy Statement
With the PCAOB now taking on such a significant topic as the content of auditor’s reports, it is still important to keep in mind that, 8 years into its existence, the PCAOB continues to slog through many of the auditing standards that pre-dated the creation of the Board for the purpose of adopting new PCAOB standards.
Some confusion can arise, however, because the AICPA (who used to the the principal arbiter of all auditing standards for public and private companies) continues to promulgate its own auditing standards, notwithstanding the fact that the PCAOB has taken over as the sole authority on auditing standards for public companies. In this regard, I continue to see incorrect auditing standard references in proxy statements in the context of the audit committee report required by Item 407(d)(3) of Regulation S-K. Among the items required in the audit committee report is that “[t]he audit committee has discussed with the independent auditors the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.”
In complying with this requirement, some issuers have become confused because in December 2006, the AICPA issued Statement on Auditing Standards No. 114, The Auditor’s Communication with Those Charged with Governance (“SAS 114”). SAS 114, by its terms, supersedes SAS 61, but because the standard was adopted after April 16, 2003 and was not subsequently adopted as an Interim Auditing Standard by the PCAOB, SAS 114 is not applicable to the audits of public companies. As a result of the understandable confusion about the applicability of this standard, some issuers have incorrectly replaced the reference to SAS 61 in their proxy statement with a reference to SAS 114.
To compound the problem, in March of last year the PCAOB proposed a new auditing standard, Communications with Audit Committees, which if adopted would supersede the Board’s interim standards on the topic. The comment period for this proposed standard closed in May 2010, and commenters suggested that the PCAOB needed to gather more information regarding the operation of the proposed standard. The PCAOB conducted a roundtable on auditor communications with the audit committee in September 2010. A final standard has not been adopted to date, and as a result the Interim Auditing Standard pursuant to PCAOB Rule 3200T firmly remains SAS 61 (as in effect on April 16, 2003).
More on our “Proxy Season Blog”
Even though the proxy season is winding down, we still are posting new items regularly on our “Proxy Season 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:
– They Held a Revolution and Nobody Came
– Proxy Season: The Latest Voting Results
– More on “Annual Meetings: The Use of Floor Proposals”
– The Best Annual Report of 2011? Acuity’s “Storybook Year”
– Advisory Votes Help Shield Directors From Investor Dissent
