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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Tags:
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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Tags:
Corporate Governance,
Business & Legal,
SEC,
International,
Accounting & Tax,
Accountants
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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Tags:
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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Tags:
Corporate Governance,
Business & Legal,
SEC,
Accounting & Tax,
Audit Standards,
Accountants,
US GAAP,
GAAP
Litigation is an occupational hazard for corporate directors and officers. Fortunately, the hazard of directors' liability can be reduced substantially when the corporation indemnifies them from personal liability arising from their services. Indemnification is an undertaking by a corporation to reimburse legal costs and related expenses incurred to defend a claim, and may also include advances to cover defense costs as they are incurred. Indemnity arrangements may appear in the corporation’s charter or bylaws, and/or a separate agreement between the individual and the corporation. State laws govern indemnification, and apply through corporate bylaws and/or employment contracts with directors and officers.
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Tags:
Corporate Governance,
Business & Legal,
SEC,
Employer Best Practices
Executive compensation packages can become sources of tension between directors and shareholders in companies. In the U.S., state corporation laws authorize directors to fix their own compensation and to determine suitable compensation for the officers of the corporation, while federal income tax rules require shareholder validation before the company can deduct individual compensation exceeding $1 million ($500,000 for participants in the Troubled Asset Relief Program (TARP)). U.S. federal laws have expanded requirements for shareholder “say-on-pay” votes, but only require that the votes themselves be advisory, not binding. The 2009 federal stimulus bill requires participants to offer non-binding shareholder votes, and the 2010 Dodd-Frank Act requires all public companies to do the same. (See my recent blog on Securities and Exchange Commission (SEC) rulemaking).
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Tags:
Corporate Governance,
Business & Legal,
SEC,
Employer Best Practices,
International,
Accounting & Tax
On February 20, 2013, the U.S. Financial Accounting Standards Board (FASB) and its international counterpart, the International Accounting Standards Board (IASB), completed their “substantive deliberations” on the joint project to issue a comprehensive new standard on accounting for revenue. The changes in this standard will affect almost all companies in one way or another. While minor “tweaks” might occur over the next few weeks, the major decisions have been reached.
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Tags:
Corporate Governance,
Business & Legal,
SEC,
International,
Accounting & Tax,
Audit Standards,
Accountants,
GAAP,
Decision on IFRS
Most public companies in the United States have a reporting year that ends on December 31. Such companies must report their financial results with the Securities and Exchange Commission (SEC) within 90 days (by April 1 this year since the 90th day is a Sunday), or sooner if they are an “accelerated filer” as defined by the SEC.
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Tags:
Corporate Governance,
Business & Legal,
SEC,
Accounting & Tax,
Accountants,
GAAP
This is my third and final blog article on my thoughts on developments that may occur in 2013 in “Accounting Land” in the United States. I cover the activities at the Securities and Exchange Commission (SEC), the Public Company Oversight Board (PCAOB), the American Institute of Certified Public Accountants (AICPA), and, finally, the Governmental Accounting Standards Board (GASB).
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Tags:
Corporate Governance,
Business & Legal,
SEC,
Accounting & Tax,
Accountants,
US GAAP,
GAAP,
IFRS
This is the second of three blog articles on my thoughts on developments that may occur in 2013 in “Accounting Land” in the United States. In this article I discuss the joint projects that the U.S. Financial Accounting Standards Board (FASB) and its international counterpart, the International Accounting Standards Board (IASB), are working on. In my third blog article, I will cover the major activities at the Securities and Exchange Commission (SEC), the Public Company Oversight Board (PCAOB), the American Institute of Certified Public Accountants (AICPA), and, finally, the Governmental Accounting Standards Board (GASB).
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Tags:
SEC,
Accounting & Tax,
Lease Accounting,
Accountants,
IFRS
