All articles by Joe Mont – Page 63
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When a Board Member Goes Bad
Image: Investigations into rumors of misconduct are part of a compliance officer’s job. Seldom, however, is the task as delicate as when investigating a board member. “You need to think about making decisions knowing that the facts may end up completely different, once it is all done,” Adam Frankel, general ...
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Enforcement Action May Be Omen of SEC’s Cyber-Security Plans
An investment adviser firm in St. Louis has become the (painful) test subject for the SEC’s attitude on cyber-security matters. The case, observers say, is a warning that the agency is moving away from guidance and toward enforcement. So what will the SEC consider to be “reasonable” security efforts? Will ...
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SEC Readies Crowdfunding Rule for Friday Vote
The wait is over. On Oct. 30, the Securities and Exchange Commission will vote on long-delayed rulemaking, mandated by the JOBS Act,that will allow for the offer and sale of securities. A proposed rule, dating back to October 2013, established guidelines for investors and rules for issuers that want ...
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Regulators Boost Swap Collateral Demands, Cut End-Users a Break
Banking regulators have approved a final rule that establishes new collateral demands for swaps that are not cleared through a clearinghouse. The FDIC projects that the new requirement will add roughly a 30 percent premium to traditional swap margin requirements. A related interim final rule exempts swaps with a financial ...
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SEC Rethinks Proxy Exclusions, Takes Pro-Shareholder Approach
The SEC’s Division of Corporation Finance has clarified its application of Rule 14a-8(i)(9), which permits the exclusion of shareholder proposals that conflict with the company’s own proposals. After months of debate, the SEC stopped issuing these no-action letters for the 2015 proxy season while it reviewed the process. Moving ...
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OCC's Focus on Credit Risk Includes Auto Loan Concerns
A side effect of the economic recovery is that credit risk is now "moving to the forefront," says Comptroller of the Currency Thomas Curry. As banks reach for loan growth with less creditworthy borrowers, the resulting risk is prompting increased regulatory scrutiny of auto, home equity, and commercial real ...
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Dueling Views on SEC Enforcement
Image: A chronic dilemma for the SEC Enforcement Division is how best to focus its efforts given resource constraints. Enforcement Director Andrew Ceresney had to answer for how those decisions are made during a meeting of the Investment Advisory Committee last week. Despite calls to abolish the “broken windows” approach, ...
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Insurance Companies Face New Scrutiny and Bank-Like Regulation
Image: Insurance firms are in an identity crisis these days: Regulators are treating them like banks. While insurers are trying to resist that, regulators themselves still struggle with how to make sense of the global jumble of rules, requirements, and risk generated by large firms. “There are a lot of ...
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SEC's Investor Advocate Slams NYSE Rule Change
For the first time, the Securities and Exchange Commission’s Office of the Investor Advocate is urging the rejection of a rule proposal. The New York Stock Exchange wants to exempt early stage companies from obtaining shareholder approval before selling additional shares to insiders and other related parties. Rick Fleming, the ...
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Survey: Boards Hate Pay Ratio Rule, Cool With Clawbacks
Not surprisingly, most board members remain unconvinced that the pay ratio disclosure rule enacted by the SEC is worth the paper it is printed on, according to a survey by BDO USA. An SEC proposal requiring the disclosure of communications between the audit committee and the external auditor was similarly ...
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NACD: Boards Need Strategy to Align Short-Term, Long-Term Goals
A growing concern in governance circles is whether the desire to meet or beat quarterly earnings can be aligned with long-term business strategy. The National Association of Corporate Directors addresses that dilemma in a new report that urges boards to steer management to long-range planning efforts through compensation and incentive ...
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Advice Rolls In as SEC Disclosure Review Rolls On
Image: Stop us if you’ve heard this before: The SEC is attempting a comprehensive overhaul of its disclosure regime. This time, however, Chairman Mary Jo White may succeed where many of her predecessors failed. The SEC has numerous ideas to reform Regulation S-X, and no shortage of public comments on ...
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As Companies Reorganize Themselves, Compliance Concerns Demand Consideration
Some of the nation’s best-known companies are redefining themselves. Google created a new holding company to spin off its more exotic interests into separate companies; Alcoa is planning to divide into two public companies; Dell and data storage giant EMC are planning to merge. When companies restructure, no matter the ...
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CFPB Considers Ban on Mandatory Arbitration Clauses
The Consumer Financial Protection Bureau is moving forward with new rules that would prohibit the mandatory arbitration clauses in contracts that banks, credit card companies, and others rely upon to prevent consumers from pursuing lawsuits. A variety of recommendations, published this week for public comment, are the results of a ...
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SEC Faces New Obstacles in e-Discovery Efforts
As the SEC ferrets out inside traders and Ponzi schemers of the Internet Age, more voices are saying the agency has too much leeway to gather electronic records against investigation targets. Congress is mulling legislation to curb SEC power to get e-mail from Internet service providers; federal judges are applying ...
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With Safe Harbor Squashed, What's Next for European Data Transfers?
As anticipated, on Tuesday the European Court of Justice ruled the Safe Harbor program for international data transfers between the United States and European Union is invalid. While U.S. officials fret that the ruling will “undercut the ability of other countries, businesses, and citizens to rely upon negotiated arrangements with ...
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Data Security Impasse Overturns Safe Harbor Program
An Austrian student’s displeasure with Facebook has invalidated the longstanding trans-Atlantic Safe Harbor program for international data transfers. That complaint, originally about Facebook’s alleged cooperation in U.S. government spying, has reached the highest court and Europe and overturned 15 years of data privacy rules. Companies are left with few viable ...
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SEC Agrees to Issue Extractive Payments Rule By June 2016
The SEC will adopt a new rule by next summer requiring oil, gas, and mining companies to disclose payments made to host governments. The news came in a court filing on Friday, the latest move after a federal judge ordered the agency to propose and adopt the rule as soon ...
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Researchers Defend Big Money CEO Severance Pay
A surefire way for a company to garner bad press and anger investors is to reward an outgoing, terminated CEO with a hefty payout despite poor firm performance. A recent study published in The Accounting Review, a publication of the American Accounting Association, puts a contrarian spin on those controversies ...
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More Volcker Rule Questions Answered
The Securities and Exchange Commission has added another round of supplemental guidance to its growing list of “frequently asked questions” regarding Volcker Rule compliance. The latest updates, released on Sept. 25, address CEO attestation and compliance program requirements for market-making activities. More inside.