2020

Welcome to 2020, everyone! This has been a long winter break, but before we return to the grind of emails to answer and staff meetings to avoid, let’s spare a few moments to ponder how the corporate compliance landscape might evolve in the coming year.  Without further delay, then: my annual list of compliance issues…

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sox compliance

SEC officials dropped a few more hints this week about their thinking on Sarbanes-Oxley compliance, including when we’ll see the agency move to exempt more companies from Section 404(b) of the law — the provision that requires annual audits of a company’s internal control over financial reporting. Said hints came from Bill Hinman, director of…

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sec

Compliance officers, we need to talk about the Securities and Exchange Commission. Something’s happening there.  The latest sign of this came earlier this week, when Democratic commissioner Robert Jackson said that he now plans to stay in his job at least through the fall, and possibly longer. Earlier this year Jackson had signaled that he…

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whistleblower

The Securities and Exchange Commission handed out a $3 million whistleblower award on Monday to two whistleblowers who first tried to report and fix their firm’s misconduct internally — yet another sign that the SEC is at least trying to nudge whistleblowers to work with corporate compliance departments. In another twist, the SEC also waived…

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sec

It’s finally happened, folks: the Trump Administration is nominating someone for a long-vacant Democratic seat on the Securities & Exchange Commission, with potentially profound consequences for corporate governance and SEC regulatory policy. As expected, President Trump will nominate Allison Lee. Lee’s name has been floating around as the likely nominee since last summer, although for…

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disclosure

Several weeks ago we had an update here about the SEC’s idea to relax quarterly reporting rules, perhaps in favor of letting companies disclose more via their earnings release. Today let’s explore two practical challenges with that notion: companies can omit unwelcome numbers in their earnings releases, and change what those numbers are by the…

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reporting

The Securities and Exchange Commission is asking for opinions about the quarterly reporting system again, the latest volley in what could be a contentious debate in 2019 about corporate disclosure. The request for comment, published Tuesday, runs 31 pages long. It asks whether some disclosures in the Form 10-Q quarterly report could be abolished if…

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sec

The Securities and Exchange Commission quietly proposed Wednesday afternoon to review whether dozens of corporate governance and proxy rules should apply to small filers: everything from executive compensation disclosure, to posting proxy materials online, to shareholders’ ability to nominate board directors, and more. The timing of the notice — posted just a few hours before…

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reporting

Many moons ago — OK, actually 10 days ago, but that qualifies as many moons ago these days — President Trump floated the idea of letting U.S. companies adopt to semiannual corporate reporting rather quarterly. For a day we were all verklempt, torn between the lure of less short-term focus on Wall Street and our…

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Roisman

The Trump Administration’s nominee for an open seat on the Securities and Exchange Commission appeared before the Senate Banking Committee on Tuesday, and while his nomination is probably in good shape, he endured sharp questions from Democratic committee members on SEC enforcement and conflict-of-interest rules. The nominee, Elad Roisman, is currently chief counsel for the…

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