All articles by Joe Mont – Page 62
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Blog
Piwowar: SEC Must Focus on Materiality, Not Social Issues
Image: Don’t believe the hype about divisiveness at the SEC. The increasingly common occurrence of split votes along party lines is a byproduct of Congressional mandates, notably through the Dodd-Frank Act, that wedge social issues into the disclosure regime at the expense of materiality. That’s the word from Commissioner Michael ...
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Blog
Study: Energy Sector Behind Spike in Goodwill Impairments
A TEXT released this week by Duff & Phelps finds that U.S. companies recorded $26 billion of goodwill impairment, an 18 percent increase from $22 billion in 2013. The increase was largely driven by oil and gas companies. The survey also uncovered a pronounced uptick in public companies’ use of ...
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Article
Disclosure Update: How Companies Are Tackling Comp Rules
The Dodd-Frank Act brims with new disclosure demands regarding executive compensation. Slowly but surely—emphasis on slowly—the SEC has been issuing rules on clawbacks, pay for performance, and the dreaded pay ratio rule. This week, we look at those three measures and what companies have done so far to comply with ...
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Article
SEC’s Next Move on Conflict Minerals Rule Could Open a Pandora’s Box
The SEC finds itself yet again at a legal crossroads concerning its embattled Conflict Minerals Rule. One path leads to the Supreme Court; the other, a retreat from a cornerstone of the rule’s disclosure requirements. At stake is not just the Conflict Minerals Rule alone, but potentially a wide range ...
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Article
As Companies Prep for Proxy Season, No-Action Conundrums Abound
Image: Companies preparing for proxy season face a profound change in how the SEC views the exclusion of shareholder proposals. New guidance on that point is decidedly pro-shareholder and makes a confusing landscape even more so. “This was an early Christmas gift, wrapped up in a bow” for activist investors, ...
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Blog
Supreme Court May Be Last Stop for Conflict Minerals Rule
The SEC’s Conflict Minerals Rule may be headed to the nation’s highest court after suffering another legal setback in the U.S. Court of Appeals for the D.C. Circuit this week. To preserve the rule’s full slate of intended disclosure requirements, the Commission has one last legal option: a review of ...
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Article
The Key Cyber-Security Question: What Is ‘Reasonable’?
Regulators often say they want “reasonable” precautions when spelling out expectations on cyber-security. But with a plethora of guidance and frameworks to consider, what does that mean—and does “reasonable” depend on industry and company size? A small summit meeting of cyber-security voices debated that question in Boston recently; we have ...
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Blog
SEC Sounds Warning Over Use of Outsourced CCOs
The SEC is urging investment advisers and funds that outsource their compliance function to consultants or law firms to review the effectiveness of that practice. An exam risk alert issued by the Office of Compliance Inspections and Examinations warns of “significant compliance-related issues” at firms using an outsourced CCO. More ...
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Blog
FSB: Banks Must Devote Billions More to Capital Cushions
The world’s largest banks would need to collectively add as much as $1.2 trillion to existing capital buffers due to a new rule issued on Monday by the Financial Stability Board. Its final Total Loss-Absorbing Capacity (TLAC) standard, applicable to designated global systemically important banks, is intended to assure that ...
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Podcast
Podcast: How Fordham Expanded Compliance Education
In this edition of the Compliance Week podcast we discuss the state of educational programs for compliance officers with Gerald Manwah, former global head of financial crime compliance at Barclays. He is now senior director of compliance programs at the Fordham University School of Law. In October, the university began ...
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Blog
House Republicans Target FSOC With Legislative Agenda
The House Financial Services Committee has approved a slate of bills at one of its favorite bureaucratic targets, the Financial Stability Oversight Council. The FSOC Improvement Act, if adopted, would allow financial firms to eliminate risk through changes to their business model before being designated as Systemically Important Financial Institutions. ...
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Blog
Ceresney: SEC Takes ‘Careful, Measured Approach’ to CCO Liability
Image: Many compliance officers are on edge these days amid regulatory actions that underscore their risk of personal liability. Once again, Andrew Ceresney, director of the SEC’s Division of Enforcement, is trying to soothe some of that angst. He recently told an audience of CCOs, “There has been no change ...
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Article
Parsing the Difference Between GRC & ERM
Image: Lots of executives know the difference between compliance and risk management conceptually. But the difference between “governance, risk, and compliance” and “enterprise risk management”—not so much. This week, we pick apart both acronyms. “Compliance is typically what 90 percent of GRC software does,” says Steven Minsky, CEO of software ...
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Podcast
Podcast: The Compliance Risk of a Global Workforce
Research by ADP, a provider of human capital management services, found that an overwhelming majority of senior finance executives say monitoring tax, employment and payment-related rule changes has become increasingly time-consuming and fraught with risk. Part of the problem is a lack of access to the real-time, consolidated compliance data ...
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Article
As Compliance Risks Keep Rising, Banks Keep Rethinking
A sea change in risk is happening at big banks: Non-financial risks (read: regulatory compliance failures) are now driving the compliance conversation at large firms more than financial risks. “You can have adequate capital, adequate liquidity; but if you have the wrong kind of culture, that is where the problems ...
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Blog
Banks Could Face Long-Term Debt Requirements
Unveiling yet another rulemaking effort to end taxpayer bailouts when large banks fail, the Board of Governors of the Federal Reserve has proposed an increase in the loss absorbing capacity of systemically important U.S. bank holding companies and the domestic operations of smilarly designated foreign banks. Covered institutions would be ...
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Blog
SEC Approves Crowdfunding, Plots Changes to Reg D Offerings
Nearly four years in the making, the SEC has approved Regulation Crowdfunding, permitting startups and small businesses to raise capital by offering and selling securities through crowdfunding. The Commission also advanced proposals that, if approved at a later date, will amend rules pertaining to capital formation through the Regulation D ...
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Blog
White: As Securities Offerings Change, SEC Adapts
Recent years have seen significant changes in terms of how securities offerings are conducted, with many of the recent regulatory reforms for public offerings the result of the JOBS ACT. At a conference in New York City on Wednesday, Securities and Exchange Commission Chairman Mary Jo White spoke about ...
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Blog
ISS Details Proposed Policy Changes, Seeks Feedback
Institutional Shareholder Services has launched its 2016 benchmark voting policy consultation period. Policy topics for the U.S. market include unilateral amendments made by boards to company charters and bylaws without shareholder approval, director overboarding, and compensation at externally managed issuers. More inside.
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Blog
SEC Offers Proxy 'Unbundling' Guidance for M&A Deals
The Security and Exchange Commission’s Division of Corporation Finance has released new guidance, in the form of two Compliance and Disclosure Interpretations, concerning proxy bundling in the context of mergers and acquisitions. The Exchange Act requires proxies to clearly and impartially identify each “separate matter” to be acted upon, ...