Audit, Compliance and Risk Blog

Delaware Supreme Court Limits CEO’s Equitable Rights

Posted by Jon Elliott on Tue, May 20, 2014

Corporate directors and chief executive officers (CEOs) benefit from variety of legal rights, set forth in state corporation codes, company articles of incorporation and bylaws, and in their individual employment contracts. In addition, they may be able to access additional “equitable rights” to fair dealing, based on common law principals. But as a dethroned CEO just learned from the Delaware Supreme Court, these equitable rights can be limited by the equitable rights of other parties.

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Tags: Corporate Governance, Business & Legal, SEC

Obama Requests $204.6 Million Budget for BSEE

Posted by STP Editorial Team on Wed, Apr 30, 2014

News from The Bureau of Safety and Environmental Enforcement (BSEE) Press Release Issued April 3, 2014

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Tags: Corporate Governance, Business & Legal, SEC, OSHA, Environmental risks, Environmental, EHS, Oil & Gas, climate change

SEC Announces Additional $150,000 Payment to Recipient of First Whistleblower Award

Posted by STP Editorial Team on Thu, Apr 24, 2014

News from SEC Press Release Issued April 4, 2014

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Tags: Corporate Governance, Business & Legal, SEC, Employer Best Practices, Employee Rights

Appeals Court Rules Against SEC’s Conflict Minerals Rule

Posted by Jon Elliott on Tue, Apr 22, 2014

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Tags: Corporate Governance, Business & Legal, SEC

Federal Court To Expand Insider Trading “Tippee” Potential Liability

Posted by Jon Elliott on Mon, Mar 17, 2014

Although the federal Securities Acts do not expressly outlaw stock trading that exploits preferential access to “insider” information, the Securities and Exchange Commission (SEC) and courts have applied general language in those Acts to cover these situations. A very recent decision by the federal Court of Appeals for the Second Circuit marks the latest such expansion, in a case holding the “tippee” of insider information liable for profits he helped third parties create by trading on that information (SEC v. Contorinis).

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Tags: Corporate Governance, Business & Legal, SEC, SOX

Supreme Court: Whistleblowing Employees of Contractors to Public Companies Are Protected

Posted by Jon Elliott on Mon, Mar 10, 2014

Prosecutors rely on informants from time to time to identify wrongdoing and “make their cases.” But corporate fraud whistleblowers can face bleak futures: at best they may be ostracized from future promotions, at worst they may be terminated with no favorable recommendation. Section 806 of the Sarbanes-Oxley Act of 2002 (SOA) adds important protections for whistleblowers

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Tags: Corporate Governance, Business & Legal, SEC, SOX

Securities and Exchange Commission Roundup 2013

Posted by Jon Elliott on Fri, Jan 24, 2014

For the second year running, SEC activities during 2013 were dominated by its efforts to issue rules required by two major pieces of recent legislation:

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Tags: Corporate Governance, Business & Legal, SEC, Employer Best Practices, Accounting & Tax, Accountants, JOBS Act

Derivatives and Hedging: Good News for Dealers and Brokers From FASB

Posted by Viola Funk on Wed, Nov 27, 2013

Dealers and brokers seeking hedging exposures to the Overnight Index Swap rate (OIS) are in luck. The Financial Accounting Standards Board (FASB) recently issued final guidance that allows dealer-brokers to designate the US OIS, the Fed Funds Effective Swap Rate, as a benchmark interest rate for hedge accounting purposes.

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Tags: Business & Legal, SEC, Accounting & Tax, Accountants, US GAAP, GAAP

SEC Pay Ratio Disclosure Rule—Comment Period Ending

Posted by STP Editorial Team on Mon, Nov 18, 2013

The SEC voted (3-2), on September 18, 2013, to propose pay ratio disclosure rules as required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. It has issued for public comment until December 2, 2013, its proposed rule, Pay Ratio Disclosure, requiring companies to disclose ratio of the chief executive officer’s (CEO’s) compensation to the median compensation of their employees. According to the SEC staff, registrants are given flexibility in calculating the median employee and total compensation for disclosure purposes based on their size, structure, and how they compensate their employees. Stakeholders who would like to have their views considered should act quickly to meet the December 2, 2013, deadline.

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Tags: Corporate Governance, Business & Legal, SEC, Accounting & Tax, Accountants

SEC Proposes Crowdfunding Rules for Private Securities Offerings

Posted by Jon Elliott on Wed, Nov 06, 2013

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Tags: Corporate Governance, Business & Legal, SEC, JOBS Act