All Disclosure articles – Page 4
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Blog
Doty Projects Year-End Completion of Engagement Partner ID
Image: More than a decade after regulators began mulling how to give some transparency to investors around who actually performs public company audits, PCAOB Chairman James Doty said he is hopeful that the board is on track to “get this done by the end of the year.” Doty recently said ...
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Blog
Piwowar Jabs Again at Pay Ratio Rule
Image: SEC Commissioner Michael Piwowar has taken the rare step of publishing a second statement opposing the newly adopted pay ratio disclosure rule (not to be confused with his first statement of outrage last week). The length and tone of the statement add fuel to the theory that his criticisms ...
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Blog
Why Obsess Over CEO Pay? Well, Why Wouldn’t We?
Image: While we all await the SEC’s final CEO pay ratio disclosure rule this week, let’s remember the ethical subtext beneath all this: CEO pay is still too large for most people’s liking, and income inequality is too. Until companies learn how to solve those challenges internally as a governance ...
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Article
Export Control Reform Still Lags, Leaving Compliance Programs in Lurch
Image: Anyone involved in international trade might hope that one day, in the long run, export control reform will alleviate the compliance burden companies face now. In the short run, however, expect even more pain as reform ideas inch along. “This is one of the most complex and changing environments ...
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Blog
Tips on Building a Better, User-Friendly EDGAR
A slew of business groups, from the Center for Audit Quality to the U.S. Chamber of Commerce and others, have voiced their collective opinion on how the SEC can improve the EDGAR filing process. Their top recommendations were search improvements and the ability to download data in multiple formats. See ...
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Blog
Senator Presses SEC on Fake EDGAR Filings
Image: In a letter to SEC Chair Mary Jo White, Sen. Chuck Grassley (R-Iowa) demanded more information about fake filings, including a fictitious Avon takeover bid, that somehow make their way onto the agency’s EDGAR system. “This pattern of fraudulent conduct is troubling, especially in light of the relative ease ...
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Blog
Ding, Dong: EDGAR Fraud Calling
On May 14, PTG Capital Partners, a London-based investment firm, disclosed in a regulatory filing on the Securities and Exchange Commission’s EDGAR system that it offered to buy Avon for $18.75 a share. The firm, however is fictitious, raising questions of how EDGAR was gamed and why the filing was ...
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Blog
Lockheed Wants Out of 40-Year-Old Disclosure Demand
Lockheed Martin wants a federal judge to end a 40-year-old SEC requirement of advance notice for changes to its anti-bribery policies. Lockheed argues that the Sarbanes-Oxley Act, FCPA requirements, and a move to online shareholder information make the requirement obsolete and unnecessary. More inside.
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Blog
Pension Funds Ask SEC for Board Diversity Rule
A coalition of state treasurers and pension funds has petitioned the SEC for new disclosure requirements on board diversity. They want a new rule that adds gender, racial, and ethnic diversity data to current disclosures dictated by Regulation S-K, which only requires companies to identify the minimum skills, experiences, and ...
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Blog
SEC Disclosure Crackdown Turns to Beneficial Ownership Reports
With another enforcement sweep made possible by its ongoing data dive into corporate filings, the Securities and Exchange Commission has fined several officers, directors, and major shareholders in companies for failing to update their stock ownership disclosures. The charges relate to the failure to file Schedule 13D, commonly known as ...
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Blog
New Ideas on Disclosure Reform
Disclosure reform is one of the more intractable problems of corporate reporting. The SEC says it will work to move that issue forward this year, and inside, Compliance Week columnist Robert Herz offers his view on how to reinvigorate that project: Aim for a system of one corporate “evergreen” file ...
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Article
Why Boilerplate Battles Continue to Rage
Image: Again and again, with both guidance and comment letters, the SEC has urged companies to avoid using “boilerplate” language in disclosures—and companies never seem to embrace the message. “There is an extraordinary amount of boilerplate disclosure across topics and across industries,” says Jean Rogers, head of the Sustainability Accounting ...
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Blog
SEC Seeks New Disclosures When Directors Hedge Securities
A rule proposed by the Securities and Exchange Commission on Monday would require companies to disclose policies that allow directors and employees to hedge securities awarded as part of a compensation package. The intent is to inform shareholders if executives are permitted to purchase financial instruments that allow them to ...
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Blog
Broadwind Energy to Pay $1 Million for Accounting Violations
Broadwind Energy, an alternative energy company, has agreed to pay a $1 million penalty to the SEC for accounting and disclosure violations. According to the SEC, Broadwind Energy prevented investors from knowing that reduced business from two significant customers caused substantial declines in the company’s financial prospects.
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Blog
SEC Speaks on Graphics, Multimedia in Filings
The SEC is offering guidance on how companies can use charts, graphics, and even multimedia files in corporate filings to tell your story in fewer words. All well and good, says a new Compliance and Disclosure Interpretation from the Division of Corporation Finance. It warns, however, that required information must ...
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Blog
FASB Wants Comment on Financial Instruments
Image: FASB wants public comment on one final aspect of its standard for financial instrument classification and measurement, focused on how entities should disclose hybrid financial instruments containing embedded derivatives that are separately recognized. FASB plans to get a proposal out soon so the comment period can be wrapped up ...
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Blog
SEC Will Convert XBRL Filings Into New Public Databases
The SEC has announced the launch of a pilot program that will consolidate financial statements submitted by public companies using XBRL into databases that can be readily accessed by the public. The data sets, including financial statement data from XBRL filings, will be expanded in 2015 to include data in ...
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Article
Making CD&A Disclosure Meaningful
As compensation committees and securities lawyers gear up for the 2015 proxy season, honing a useful Compensation Discussion & Analysis will be a big part of filing the proxy statement. What are the latest trends in CD&A disclosure? Telling investors how their input has been incorporated into pay decisions, and ...
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Article
It May Be Voluntary, but NIST Framework Is a Crucial Cyber-Security Tool
Each day, it seems another big-name company falls victim to a cyber-attack. The new framework for assessing the security flaws, developed by the National Institute of Standards and Technology, may be intended for critical-infrastructure companies, but other businesses may find that its guidance offers more help than the mélange of ...
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Blog
SEC Disclosure Simplification Bill Approved in House
Image: A bill intended to help public companies streamline their disclosures has been unanimously approved by the House of Representatives. The Disclosure Modernization and Simplification Act, sponsored by Rep. Scott Garrett (R-N.J.), allows issuers to submit a summary page on annual Form 10-K filings. It also gives the SEC a ...