'Going dark': competing considerations make the decision to exit the SEC reporting system a difficult one for the board.
TODAY, approximately 9,000 companies file quarterly and annual reports with the SEC. Roughly 40% of these companies report annual revenues of less than $50 million. Dramatically increased compliance responsibilities, a more active enforcement agenda at the SEC and other government agencies, risks of stockholder litigation, and increased risks of...

Tell me again: what do you want to do? What a counselor to senior executives advises a client who is considering joining a board.
HOW DO I RESPOND when a client asks about corporate board membership? In years past, joining a board was a high honor. Lately, the seemingly endless headlines trumpeting governmental investigations into corporate malfeasance have lent an ominous cast to the prospect of what once was a coveted badge of...

Oracle speaks, and the bar is raised: a Delaware court's decision will lead to more searching inquiries into the independence of directors.
IN THIS POST-Sarbanes-Oxley era, "independence" is the watchword of corporate governance. The call for greater independence of public company directors resounds far beyond the boardrooms: The NYSE and Nasdaq are requiring (with limited exceptions) that boards of listed companies have a majority of independent directors, and Congress, through Sarbanes-Oxley,...

Neither an auditor nor an editor be: how directors should approach their role in reviewing periodic reports.
IT IS NO SURPRISE that now, more than ever, regulators and investors are more carefully scrutinizing the accuracy and adequacy of the SEC filings made by public companies--and in particular their annual and quarterly reports. Directors, particularly those on the audit committee, have oversight responsibilities for these...

Open season for board minutes.
PREPARING FOR HIS then-planned (and since suspended) proxy battle to control Time Warner Inc., corporate financier Carl Icahn demanded to see board minutes discussing the possible split-up of Time Warner's businesses. Former chairman Steve Case paved the way for the request when he revealed in a Washington Post editorial...

Saudis, Big Oil gouging Americans.
OLEAN -- Last week I had occasion to fly from Buffalo to Washington and back to attend a newsmaker luncheon at the National Press Club, an organization in which I have retained my longstanding membership. Same-day travel. Non-stop. Depart early morning, return in the evening. Late reservation with no...

Ten steps to avoiding a restatement.
The shockwaves resulting from a restatement reach right into the boardroom. Here is how you may lessen the likelihood that such a disaster will occur. AS THE 21ST CENTURY DAWNS, there are few words that have come to be as dreaded throughout Corporate America as "restatement?" The...

The tally stick: the first internal control?
[ILLUSTRATION OMITTED] One of the most important aspects of the Sarbanes-Oxley Act of 2002 (SOX), the most significant securities legislation passed since the Securities Exchange Act of 1934, is the strong emphasis on an effective system of internal control. Under SOX, all public companies are required to...

Aircraft Finance & Leasing News - Europe.
Apr 7, 2008 Airbus, EADS French stock exchange regulator AMF College believes it has found evidence - following a long-running inquiry - of a failure to comply with market trading rules at Airbus parent company EADS. EADS - as well as the concerned company and...

Former sec chairman warns of tougher job ahead for D&O underwriters: a 'shifting environment' will force underwriters to reassess risks and pricing of D&O insurance.
The job of directors' and officers' (D&O) liability underwriters is going to get a lot tougher as unexpected risks sprout from the further deregulation of financial markets, according to former Securities and Exchange Commission Chairman William Donaldson. [ILLUSTRATION OMITTED "It seems to me that the...