Following up on my recent blog – “A New Presidential Administration? Top Five Impacts in Our Space” – here are a few more thoughts based on my years of observing the SEC:
PCAOB Puts NOCLAR Proposal on Hold
Of course, it’s not just the SEC that will feel the impact of a new administration. Even quasi-regulators like the PCAOB are impacted. Hence, the PCAOB’s recent decision to put its pending rulemaking that would broaden the scope of auditor responsibilities for audit client noncompliance with laws and regulations – known as NOCLAR – on hold, as noted in this “Accounting Today” article. Just a …
A New Presidential Administration? Top Five Impacts in Our Space
With the US election now over, there are a host of outlets out there speculating about what the result means for the world. For our corporate governance and securities space, here are my five quick takes about what the new administration might mean:
More on “What You Need to Do Now to Prepare for the SEC’s EDGAR Next”
Here’s an excerpt from this Cooley Alert by Beth Sasfai, Brad Goldberg, and Luci Altman that contains practice tips in the wake of the SEC’s new EDGAR Next (which we have already blogged about a few times): “What should public companies do now to comply with Next?
ISS Issues FAQ on Meaning of ‘Robust’ Clawback Policy
Here’s an excerpt from this Cooley Alert by Ali Murata, Barbara Mirza, Michael Bergmann, and Janice Chan about new FAQ 46 of ISS’ Executive Compensation FAQs: “In short, the new FAQ specifies that a clawback policy will not be viewed as “robust” for purposes of ISS’ Executive Compensation Analysis unless it extends beyond Dodd-Frank requirements and applies to all time-vesting awards as well as performance-vesting …
ISS Benchmark Survey Results Highlight P4P Misalignment Policy
Last week, ISS issued a press release about the results of its latest benchmark survey (here’s the 22-page summary of the results). Nothing earth-shattering this year. We should see this year’s policy updates from ISS next month. Probably the most interesting result from the survey relates to the ratio of performance-based to time-based equity awards in the event of a quantitative pay-for-performance (P4P) misalignment. ISS’ …
What You Need to Do Now to Prepare for the SEC’s EDGAR Next
Recently, I blogged about the SEC’s new EDGAR Next, then I shared a number of anecdotes from in-house practitioners who are starting to spot the challenges they will face to comply with the new rules. Here are six things you should be doing now:
The SEC Updates Protocols for Your Edgar Accounts
Recently, the SEC adopted rule changes to improve the security of filer EDGAR access, including amending Form ID. As Cydney Posner lays out in her PubCo blog, the rule changes impact companies so that: The good news is that these new rules likely will cut down on the number of fake EDGAR filings, which were pretty rare, but a lot of fun to blog about, …
A Company’s PR Firm Gets Rosy on Social Media, SEC Enforcement Ensues
Recently, a company settled an SEC enforcement proceeding because a public relations firm managing the CEO’s social media accounts went rogue when it disseminated material nonpublic information. Here are a few random thoughts:
What Do the Vanguard Pass-Through Voting Pilot Results Mean?
A lot of people are talking about the results recently posted by Vanguard from the first year of its pass-through voting pilot program. Many understandably want to read the tea leaves as indicating that “investor choice” voting on a widespread scale could alter the dynamics of the proxy season. Did the results surprise me? Overall, I don’t think so. I’m not convinced that they look …