SEC proposes new compensation clawback rules

2015 ◽  
Vol 16 (4) ◽  
pp. 43-46 ◽  
Author(s):  
Andrew Brady ◽  
Rolf Zaiss ◽  
Nyron Persaud
Keyword(s):  
Executive Compensation ◽  
Financial Reporting ◽  
Securities And Exchange Commission ◽  
Stock Exchanges ◽  
Wall Street ◽  
Content Type ◽  
Consumer Protection Act ◽  
Disclosure Requirements ◽  
New Public ◽  
Expert Analysis

Purpose – To examine the proposed rules issued by the Securities and Exchange Commission (SEC) pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which, if adopted, would require national stock exchanges to establish listing standards that would require listed issuers to adopt so-called clawback policies for the recovery of excess incentive-based compensation in the event that an issuer is required to prepare an accounting restatement resulting from material noncompliance with any financial reporting requirement. Design/methodology/approach – The article discusses the SEC’s proposed rules, including the circumstances that would require recovery of excess incentive-based compensation, the types of compensation that, and the individuals whose compensation, would be subject to recovery, and certain new disclosure requirements for listed issuers. Findings – The SEC’s proposed rules will, if adopted, impose additional burdens on listed issuers to adopt and comply with recovery policies for excess incentive-based compensation and adhere to new public disclosure requirements. Originality/value – Expert analysis from experienced securities and executive compensation lawyers.

SEC reporting obligations for insiders and large traders under Section 13 and Section 16 of the Exchange Act

2019 ◽  
Vol 20 (3) ◽  
pp. 39-53
Author(s):  
Arthur L. Zwickel ◽  
Keith D. Pisani ◽  
Alicia M. Harrison
Keyword(s):  
Design Methodology ◽  
Securities And Exchange Commission ◽  
Individual Investors ◽  
Content Type ◽  
Disclosure Requirements ◽  
Beneficial Ownership ◽  
Expert Analysis ◽  
Investment Advisers ◽  
Trading Restrictions ◽  
A Current

Purpose The purpose of this paper is to provide investment advisers, broker dealers, individual investors and other securities firms with a current and detailed summary of the reporting regime under Sections 13 and 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) and guidance on how to comply with the disclosure requirements of the U.S. Securities and Exchange Commission (the “SEC”) on Schedule 13D, Schedule 13G, Form 13F, Form 13H and Forms 3, 4 and 5. Design/methodology/approach The approach of this paper discusses the transactions or beneficial ownership interests in securities that trigger a reporting requirement under Section 13 and/or Section 16 of the Exchange Act, identifies the person or persons that have the obligation to file reports with the SEC, details the information required to be disclosed in the publicly available reports, and explains certain trading restrictions imposed on reporting persons as well as the potential adverse consequences of filing late or failing to make the requisite disclosures to the SEC. Findings The SEC continues to provide updated guidance on the disclosure requirements under Sections 13 and 16 of the Exchange Act, which individual investors and securities firms – largely insiders – must take into account when filing any new or amended reports on Schedule 13D, Schedule 13G, Form 13F, Form 13H and Forms 3, 4 and 5. Originality/value This article provides expert analysis and guidance from experienced securities lawyers.

SEC proposes “pay-for-performance” disclosure rule

2015 ◽  
Vol 16 (3) ◽  
pp. 24-27
Author(s):  
David H. Engvall ◽  
Reid S. Hooper ◽  
Keir D. Gumbs ◽  
David B.H. Martin
Keyword(s):  
Design Methodology ◽  
Pay For Performance ◽  
Wall Street ◽  
Public Companies ◽  
Content Type ◽  
Consumer Protection Act ◽  
Technical Requirements ◽  
Disclosure Requirements ◽  
Final Rule ◽  
Practical Guidance

Purpose – To outline and summarize the new disclosure requirements under the Securities and Exchange Commission’s proposed pay-for-performance rule, as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act. Design/methodology/approach – This article highlights the proposed new disclosure requirements, while briefly discussing the technical requirements under the rule. The article concludes with a summary of the next steps in the rulemaking process followed by our observations of various issues raised by the proposed new disclosure requirement. Findings – While the contours of any new disclosure requirements will depend on the specifics of the final rule, the pay-for-performance rule, as proposed, would represent a significant new annual disclosure obligation for many public companies. Originality/value – Practical guidance from experienced securities and capital markets attorneys.

The municipal advisor regulatory framework – where we are and where to next

2017 ◽  
Vol 18 (1) ◽  
pp. 53-57
Author(s):  
Ernesto Lanza
Keyword(s):  
Regulatory Compliance ◽  
Securities And Exchange Commission ◽  
Regulatory Framework ◽  
Fiduciary Duty ◽  
Business Practices ◽  
Financial Industry ◽  
Wall Street ◽  
Content Type ◽  
Consumer Protection Act ◽  
The Status

Purpose To describe the status of municipal advisor rulemaking by the US Securities and Exchange Commission (SEC) and Municipal Securities Rulemaking Board (MSRB), and regulatory compliance approaches, under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). Design/methodology/approach Examines the posture of the SEC, MSRB and Financial Industry Regulatory Authority (FINRA) upon completion of the MSRB’s core regulatory framework for municipal advisors. Explores threshold issues in determining municipal advisor status, approaches for preparing for and responding to initial regulatory compliance examinations by the SEC and FINRA, and key considerations in reviewing municipal advisor policies, procedures and business practices in light of the evolving regulatory and marketplace landscape. Findings SEC and FINRA compliance examiner feedback points to the expectation that municipal advisor policies, procedures, processes and records must be fully consistent with the firm’s business activities and must address each material aspect of all applicable MSRB and SEC rules, as well as the fiduciary duty of municipal advisors to their municipal entity clients under the Securities Exchange Act of 1934. Originality/value Practical guidance from experienced securities and public finance attorney that provides a consolidated outline of key municipal advisor regulatory compliance obligations under the Dodd-Frank Act.

COVID-19 considerations for SEC cybersecurity guidance, disclosure, enforcement, and parallel proceedings: navigating the new normal

2020 ◽  
Vol 21 (2/3) ◽  
pp. 111-126
Author(s):  
Aldo M. Leiva ◽  
Michel E. Clark
Keyword(s):  
Securities And Exchange Commission ◽  
Effective Vaccine ◽  
Resource Reallocation ◽  
Securities Litigation ◽  
Public Companies ◽  
Content Type ◽  
Business Operations ◽  
Expert Analysis ◽  
Securities Industry ◽  
Remote Operations

Purpose To examine the COVID-19 pandemic’s effects on regulated entities within the context of cybersecurity, US Securities and Exchange Commission (SEC) compliance, and parallel proceedings. Design/methodology/approach Describes the SEC’s ability to conduct its operations within the telework environment, its commitment and ability to monitor the securities market, its enhanced monitoring of the adverse effects of SEC-regulated companies from COVID-19, its guidance to public companies of disclosure obligations related to cybersecurity risks and incidents, the SEC Office of Compliance and Examinations’s (OCIE’s) focus on broker-dealers’ and investment advisories’ cybersecurity preparedness, the role and activities of the SEC Division of Enforcement’s Cyber Unit, and parallel proceedings on cyberbreaches and incidents by different agencies, branches of government or private litigants. Findings SEC-regulated entities face many challenges in trying to maintain their ongoing business operations and infrastructure due to severe financial pressures, the threat of infection to employees and customers, and cybersecurity risks posed by remote operations from hackers and fraudsters. The SEC has reemphasized that its long-standing focus on cybersecurity and resiliency within the securities industry will continue, including ongoing vigilance over companies’ efforts to identify, assess, and address the inherent, heightened cybersecurity risks of teleworking and the resource reallocation that business need to sustain their operations until a safe and effective vaccine is developed for COVID-19. Originality/value Expert analysis and guidance from experienced lawyers with expertise in securities, litigation, government enforcement, information technology, data protection, privacy and cybersecurity.

Securities Regulation

2019 ◽  
pp. 287-324
Author(s):  
Alan N. Rechtschaffen
Keyword(s):  
Hedge Funds ◽  
Financial Regulation ◽  
Regulatory Reform ◽  
Securities And Exchange Commission ◽  
Securities Regulation ◽  
Futures Trading ◽  
Product Lines ◽  
Wall Street ◽  
Consumer Protection Act ◽  
Commodity Futures Trading Commission

Prior to the 2007 financial crisis, financial regulation was compartmentalized along lines of segmented financial instruments. With the exception of the regulation of swaps as described in chapter 14, post-crisis regulatory reform maintains this bifurcation of regulation along product lines between the Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC). The SEC and the CFTC have begun to issue rules establishing a coordinated approach to regulating certain derivatives under the Wall Street Reform and Consumer Protection Act (widely known as the Dodd-Frank Act) in particular as they relate to swaps. This chapter discusses the jurisdiction of the SEC, what constitutes a security, sellers’ representations, consequences of securities, hedge funds, and derivatives regulation.

The association between corporate governance mechanisms and compliance with IFRS mandatory disclosure requirements: evidence from 12 African countries

2020 ◽  
Vol 20 (7) ◽  
pp. 1371-1392
Author(s):  
Yosra Mnif ◽  
Hela Borgi
Keyword(s):  
Corporate Governance ◽  
Financial Reporting ◽  
Audit Committee ◽  
Mandatory Disclosure ◽  
African Region ◽  
African Countries ◽  
Content Type ◽  
Disclosure Requirements ◽  
The Board Of Directors ◽  
Expected Benefits

Purpose The purpose of this study is to examine the association between two corporate governance (CG) mechanisms, namely, the board of directors and the audit committee (AC) and the compliance level with International Financial Reporting Standards (IFRS) mandatory disclosure requirements across 12 African countries. Design/methodology/approach This paper uses a self-constructed checklist of 140 items to measure the compliance with IFRS mandatory disclosure requirements (here after, COMP) of 202 non-financial listed firms during the 2012–2016 period. This paper applies panel regressions. Findings The findings reveal that CG mechanisms play an important role in enhancing compliance with IFRS in the African context. The results show that board independence, AC independence and the number of meetings held by the AC are positively associated with COMP. Regarding expertize, this paper find that AC industry expertise along with accounting financial expertise is associated with a higher level of COMP than accounting financial expertize alone. These results show the importance of the CG mechanisms to enforce African companies to fully comply with IFRS required disclosures. Practical implications The findings should give a signal to supervisory authorities that more effort is necessary to enforce IFRS across African countries if the introduction of IFRS is to bring the expected benefits to investors and other users. Hence, the lack of full compliance should remain a concern for regulators, professional accounting bodies and policymakers. Originality/value This study contributes to the literature by providing further insights that, within the African region an understudied context, extend current understanding of the association between CG mechanisms and COMP.

SEC credits self-reporting and cooperation in not imposing penalty on ICO sponsor

2019 ◽  
Vol 20 (2) ◽  
pp. 13-15
Author(s):  
Daniel Hawke
Keyword(s):  
Design Methodology ◽  
Securities And Exchange Commission ◽  
Self Report ◽  
Content Type ◽  
Enforcement Action ◽  
Expert Analysis ◽  
Securities Laws ◽  
Insight Into ◽  
Civil Penalty ◽  
Do So

Purpose To explain a February 20, 2019 US Securities and Exchange Commission (SEC) settled enforcement action against Gladius Network LLC for failing to register an initial coin offering (ICO) under the federal securities laws, in which Gladius was able to avoid a civil penalty by self-reporting the violation and cooperating with the SEC enforcement staff. Design/methodology/approach Explains Gladius’ self-reporting, cooperation and remedial steps; why the SEC imposed no civil penalty on Gladius; and two similar cases the SEC instituted in July 2018 against companies that conducted unregistered ICOs, did not self-report, and were penalized. Provides analysis and conclusions. Findings The Gladius case offers important insight into how the SEC and its staff think about cooperation credit in resolving SEC enforcement actions and sends a clear message that self-reporting to the SEC can result in meaningful cooperation credit. In three recent cases, the Commission has made clear that once it put the industry on notice that ICOs could be securities that must be registered under the federal securities laws, a party risks enforcement action by failing to do so. Originality/value Expert analysis and guidance from an experienced securities lawyer who counsels clients on all manner of SEC enforcement, examination and regulatory policy matters.

XBRL adoption and cost of debt

2015 ◽  
Vol 23 (2) ◽  
pp. 199-216 ◽  
Author(s):  
Syou-Ching Lai ◽  
Yuh-Shin Lin ◽  
Yi-Hung Lin ◽  
Hua-Wei Huang
Keyword(s):  
Financial Reporting ◽  
Securities And Exchange Commission ◽  
Cost Of Debt ◽  
Content Type ◽  
Public Firms ◽  
Top Managers ◽  
Weak Evidence ◽  
The Usa ◽  
Mandatory Adoption ◽  
The Cost

Purpose – This paper aims to examine the relation between the cost of debt and the adoption of eXtensible Business Reporting Language (XBRL). Design/methodology/approach – The financial data are obtained from the Compustat database. Regression analysis is used to examine the research hypotheses. Findings – The authors find that both voluntary and mandatory adoption of XBRL lead to a lower cost of debt for firms, with weak evidence that this reduction is greater for the former than the latter. Research limitations/implications – The findings support the policy of the USA Securities and Exchange Commission (SEC), and thus this paper recommends that adoption of XBRL should be mandatory for all public firms. Practical implications – The findings encourage top managers to develop their firms’ XBRL systems. Originality/value – The results support the SEC’s policy of mandatory XBRL adoption, as it can lead to greater financial reporting transparency and mitigate information asymmetry between management and bondholders.

scholarly journals Heritage reporting by the Australian public sector

2019 ◽  
Vol 32 (2) ◽  
pp. 612-631 ◽  
Author(s):  
Peir Peir Woon ◽  
Bikram Chatterjee ◽  
Carolyn J. Cordery
Keyword(s):  
Public Sector ◽  
Financial Reporting ◽  
Public Management ◽  
Information Needs ◽  
New Public Management ◽  
Content Type ◽  
For Profit ◽  
Reporting Requirements ◽  
New Public ◽  
Proposed Model

Purpose The purpose of this paper is to contribute to the future development of heritage reporting in Australia. Public sector reporting of heritage has been a long-standing issue, due to shortcomings in (sector-neutral) for-profit-based financial reporting standards. Australia’s sector-neutral approach does not meet public sector users’ information needs. The authors develop a heritage reporting model to balance community and other stakeholders’ interests and address prior critiques. Design/methodology/approach The paper reviews heritage reporting requirements in Anglo-Western Countries, and analyses commentaries and research publications. It evaluates the existing reporting requirements in the context of new public management (which focusses on information and efficiency) and new public governance (NPG) (focussing on balancing interests and quality). Findings The paper proposes an NPG-based heritage reporting model which includes indicators of performance on the five UNESCO (1972) dimensions and operational guidelines issued by UNESCO (2015). These are identification, presentation, protection, conservation and transmission. The proposed model is consistent with the notion of US SFFAS 29 (the standard for Federal entities). Not all heritage must be capitalised and hence attachment of monetary value, but detailed disclosures are necessary. Research limitations/implications The authors expect the proposed heritage reporting model to better serve users of heritage information compared to the present Australian Accounting Standards Board 116: Property, Plant and Equipment. Originality/value The authors’ proposed model of heritage reporting attempts to answer Carnegie and Wolnizer’s (1995, 1999) six questions, addresses decades of concerns raised in previous literature and provides a new perspective to heritage reporting based on NPG that should better serve users’ needs.

scholarly journals Comments by the Auditing Standards Committee of the Auditing Section of the American Accounting Association on the Securities and Exchange Commission Proposed Rules for Implementing the Whistleblower Provisions of Section 21F of the Securities Exchange Act of 1934

2011 ◽  
Vol 5 (1) ◽  
pp. C16-C27 ◽  
Author(s):  
Eileen Taylor ◽  
James Bierstaker ◽  
Joseph Brazel
Keyword(s):  
Consumer Protection ◽  
Securities And Exchange Commission ◽  
Wall Street ◽  
Administrative Action ◽  
Consumer Protection Act ◽  
Auditing Standards ◽  
Securities Laws ◽  
Original Information

SUMMARY: Recently, the Securities and Exchange Commission (“SEC” or “Commission”) proposed rules and forms to implement Section 21F of the Securities Exchange Act of 1934 (“Exchange Act”), entitled Securities Whistleblower Incentives and Protection, and sought comment thereon. The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted on July 21, 2010 (“Dodd-Frank”), established a whistleblower program that requires the Commission to pay an award, under regulations prescribed by the Commission and subject to certain limitations, to eligible whistleblowers who voluntarily provide the Commission with original information about a violation of the federal securities laws that leads to the successful enforcement of a covered judicial or administrative action, or a related action. Dodd-Frank also prohibits retaliation by employers against individuals that provide the Commission with information about potential securities violations. Comments were requested by the Commission and could be submitted on or before December 17, 2010. The Auditing Standards Committee of the Auditing Section of the American Accounting Association provided the comments in the letter below to the Commission on the Proposed Rules for Implementing the Whistleblower Provisions of Section 21F of the Securities Exchange Act of 1934.

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