All articles by Joe Mont – Page 74
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Article
‘Broken Windows’ Strategy Raises Risk-Management Fears
The SEC has been pushing its “broken windows” enforcement strategy for more than a year now, chasing down minor infractions alongside larger securities violations. What have we learned? For starters, don’t expect isolated citations; larger sweeps get more bang for the SEC’s buck. As for compliance officers, their jobs will ...
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Article
When Revenue Recognition and Executive Pay Collide
Image: The impending new accounting standard for revenue recognition already has corporate accountants buzzing; now compensation committees should brace for impact. The standard redefines a host of terms under the heading of “revenue,” and that will affect pay plans. “To the extent executive compensation is triggered by company performance … ...
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Blog
AICPA Offers Advice for Conflict Minerals Audits
The AICPA has published new guidance for conducting independent audits of companies asserting that their products are conflict-minerals free. Published in Q&A form, the guidance addresses the representation letters auditors should obtain from management as they review conflict- minerals reports.
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Blog
SEC Commissioners Irate Over Comment Letter Glitch
SEC Commissioners Daniel Gallagher and Michael Piwowar fired off a testy complaint Wednesday about “a significant failure” of the SEC’s rulemaking process, complaining that SEC staff missed “an extensive comment letter” opposing a recently adopted rule on swaps trading. The oversight should force a reopening of the comment period, they ...
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Article
What Critics Say on Three Lines of Defense
The Three Lines of Defense model for risk oversight—business units in the first line, compliance in the second, internal auditors in the third—has been hugely popular in recent years. Proponents love it, and regulators have come to expect it. Critics, however, say the Three Lines model is too simplistic a ...
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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
SEC Exams Reveal Mixed Bag of Financial Firms' Cyber-Security Efforts
Last year, the Securities and Exchange Commission’s Office of Compliance Inspections and Examinations examined 106 broker-dealers and investment advisers in an effort to better understand how they address the legal, regulatory, and compliance issues associated with cyber-security. An OCIE risk alert released this week breaks down the findings of the ...
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Article
SEC, FINRA Dropping Hints on Risk
Compliance officers looking to read some tea leaves about what worries the Securities and Exchange Commission these days might want to skim the 2015 exam priorities that the SEC and FINRA have posted. That guidance applies foremost to financial firms, but “it’s only a matter of time before they require ...
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Article
Planning Ahead to Manage M&A Due Diligence
Image: Lots of mergers look great on paper. In the real world, however, integrating corporate IT systems can not only be a headache for the IT department; core business functions can be compromised—including financial reporting or other tasks crucial to effective corporate compliance. “Smart companies are ready to start integrating ...
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Blog
Federal Contractors Face Human Trafficking Compliance
A new rule amending the Federal Acquisition Regulation requires that federal contractors doing more than $500,000 in business outside the United States develop a human trafficking compliance plan and certify that, to the best of their knowledge, neither they nor any of their sub-contractors has engaged in forced labor.
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Blog
Risk Retention Rule Finalized for Asset-Backed Securities
Bank regulators, along with the Securities and Exchange Commission, Federal Housing Finance Agency, and U.S. Department of Housing and Urban Development have jointly issued a final rule that imposes credit risk retention requirements on sponsors of asset-backed securities. The rule requires sponsors to hold at least 5 percent of the ...
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Blog
FDIC Refreshes Guidance on High-Risk Customers
Gun merchants, strippers, and payday lenders rejoice! The Federal Deposit Insurance Corp. has signaled an end to its effort to restrict industries deemed as “high risk” from banking access. The FDIC tells banks to take a risk-based approach in assessing individual “customers, rather than declining to provide banking services to ...
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Blog
Glass Lewis Revamps Reviews of Proxy Access Proposals
Proxy advisory firm Glass Lewis & Co. has outlined a new approach for how it will treat dueling proposals for shareholder access to the proxy statement: it will review such proposals, from shareholders themselves or from companies looking to quash them, to ensure neither side seeks to impose an undue ...
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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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Article
Focus on Equity Pay Plans This Proxy Season
Image: Worry over say-on-pay votes is out this proxy season; all the cool kids will be stressing over equity compensation plans instead. Proxy advisory firms are promising new levels of scrutiny for equity plans. “Companies have to be flexible because there are so many more moving parts to the methodology,” ...
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Article
How M&A Due Diligence Goes Wrong
According to data compiled by Bloomberg, $390 billion in merger deals fell apart last year. M&A plans can collapse for many reasons, from regulatory disapproval to clashing CEO egos. Most painful, however, is a deal is consummated quickly that later proves to be a mistake—thanks to poor due diligence. Inside, ...
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Blog
Podcast: The Right Approach to Compliance Oversight
Establishing the right oversight structure is “one of the biggest issues currently facing the compliance profession,” says Kathleen Edmond, a partner at the law firm Robins Kaplan and former chief ethics officer at Best Buy. In our latest podcast we talk to Edmond about the debate over the best approach ...
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Podcast
Podcast: The Right Approach to Compliance Oversight
“Establishing the right oversight structure is “one of the biggest issues currently facing the compliance profession,” says Kathleen Edmond, a partner at the law firm Robins Kaplan and the former Chief Ethics Officer at Best Buy. In our latest podcast we talk to Edmond about the ongoing debate over the ...
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Blog
Survey: Financial Institutions Stymied by Conduct Risk
Financial institutions may talk a lot about “conduct risk,” but few actually approach it with a clear definition and focus. Eighty-one percent of respondents in a survey conducted by Thomson Reuters Accelus say they do not have a working definition of what conduct risk is. A big reason: regulators leave ...