During annual meetings, corporations consult with their stockholders about recent accomplishments, and seek approval for a range of future activities. Shareholders who don't attend still have the right to participate—in order to vote on pending issues they may assign proxies to vote on their behalf, to corporate management or other parties. State corporation laws and individual corporate charters and bylaws provide standards for proxies and proxy solicitations (many are based on the Model Business Corporation Act, section 7.22). In addition, a corporation that is publicly traded on a national securities exchange must comply with proxy rules issued by the U.S. Securities and Exchange Commission (SEC).
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Corporate Governance,
Business & Legal,
SEC
The Financial Accounting Standards Board (FASB) has recently clarified certain guidance relating to not-for-profit (NFP) entities. Specifically, it has issued Accounting Standards Update (ASU) No. 2012-05, Statement of Cash Flows (Topic 230), Not-for-Profit Entities: Classification of the Sale Proceeds of Donated Financial Assets in the Statement of Cash Flows, and ASU No. 2013-06, Not-for-Profit Entities (Topic 958), Services Received from Personnel of an Affiliate. The latter ASU was issued on April 19, 2013. Separately, the American Institute of Certified Public Accountants (AICPA) in March 2013 issued new guidance in the form of an updated Audit & Accounting Guide (AAG), Not-for-Profit Entities.
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Business & Legal,
SEC,
Accounting & Tax,
Lease Accounting,
Audit Standards,
Accountants,
GAAS,
GAAP
On April 16, 2013 the U.S. Supreme Court delivered another reminder that agreements must be drafted clearly and specifically if they are to deliver predictable outcomes – otherwise a court’s later efforts to sort through ambiguities may produce surprises. The case is U.S. Airways v. McCutchen. It arose under a medical benefits plan subject to the federal Employee Retirement Income Security Act of 1974 (ERISA).
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Corporate Governance,
Business & Legal,
Employer Best Practices,
Health & Safety,
Employee Rights,
Insurance,
Insurance Claims,
ERISA
The Insurance Services Office (ISO) has presented four major filings in commercial property, business auto, business owner’s coverage, and commercial general liability (CGL), some of which will make 2013 an interesting year for professionals whose success hinges on understanding insurance law. These are the first major new filings by the ISO in seven years.
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Corporate Governance,
Business & Legal,
Insurance,
Insurance Claims
The Montreal Protocol on Substances that Deplete the Ozone Layer provides the international framework for protecting the earth’s stratospheric ozone layer, by identifying and minimizing emissions of ozone depleting substances (ODSs). The original Montreal Protocol was initialed in September 1987. The U.S. was an original signatory, ratified in 1988, and became subject to agreed-upon provisions on January 1, 1989. Title VI of the 1990 Clean Air Act Amendments incorporates these international commitments into U.S. law, and assigns the Environmental Protection Agency (EPA) to fine-tune and enforce domestic requirements.
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Business & Legal,
California Legislation,
Environmental risks,
Environmental,
EPA,
Greenhouse Gas,
climate change
Many US federal laws provide explicit protections for whistleblowers – employees who report actual or potential violations of those laws to their employers or to the federal agencies that administer and enforce those laws. The Occupational Safety and Health Administration (OSHA) has administered one such provision under its general worker protection authority for more than 40 years, and presently administers provisions under 22 distinct laws. The best known and most litigated of these non-OSHA laws probably is the Sarbanes-Oxley Act of 2002 (SOx) – Section 806 of that law protects whistleblowers who report activities that may violate anti-fraud provisions of the federal Securities Acts. The rest of this posting discusses this SOx provision; readers subject to additional laws should consider the implications for their activities.
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Corporate Governance,
Business & Legal,
SEC,
Employer Best Practices,
Employee Rights,
SOX
Included in the “Dodd-Frank Wall Street Reform and Consumer Protection Act” (Dodd-Frank Act), which became law in the United States on July 21, 2010, was the requirement that U.S. public companies disclose their use of “conflict minerals”—and compliance efforts must begin now. Specifically, companies must determine whether any of their products have been manufactured with any tin, tantalum, tungsten, or gold (3TG).
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Corporate Governance,
Business & Legal,
SEC,
International,
Accounting & Tax,
Accountants
By now, every reader should know that employers in the United States must verify would-be employees’ eligibility to work in the U.S. The critical form for doing so is Form I-9 (Employment Eligibility Verification), issued and administered by the U.S. Citizenship and Immigration Services (USCIS) unit of the federal Department of Homeland Security.
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Business & Legal,
Employer Best Practices,
Employee Rights,
EEOC
Until May 31, 2013, the U.S. accounting standard-setter, the Financial Accounting Standards Board (FASB), is seeking comments on its lengthy, 158-page proposed accounting standards update, Financial Instruments—Credit Losses (Subtopic 825-15), issued on December 20, 2012. The proposed guidance would change how companies determine when and how a credit loss should be recognized.
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Business & Legal,
SEC,
Accounting & Tax,
Accountants,
GAAP,
IFRS
This blog article discusses the formal post-implementation review (PIR) process for U.S. accounting standards used by companies, not-for-profit entities, and state and local governments.
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Corporate Governance,
Business & Legal,
SEC,
Accounting & Tax,
Audit Standards,
Accountants,
US GAAP,
GAAP
