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PubCo @ Cooley Blog

Articles: 1-10 of 361

Semiannual reporting, we hardly knew ye.

USA - October 11 2018 Semiannual reporting, we hardly knew ye. You remember, of course, that in August, the president, on his way out of town for the weekend, threw out to…

Does hedge-fund activism really increase shareholder value?

USA - October 11 2018 The public debate about hedge-fund activism has long been informed by academic literature that found increases in shareholder value and operating…

Trends in SOX 404 reporting on ICFR

USA - October 8 2018 You probably recall that, under SOX 404(b), all public reporting companies, other than non-accelerated filers, are required to obtain an auditor…

Heat’s on for climate change disclosure rules

USA - October 4 2018 A new rulemaking petition advocating that the SEC mandate environmental, social and governance disclosure under a standardized comprehensive framework…

Why do auditors so rarely find fraud?

USA - October 2 2018 Are we just reading the wrong newspapers and reports or does it seem that auditors—although they spend hours and hours performing audits—rarely…

California mandates quotas for board gender diversity—will it fuel a movement?

USA - September 30 2018 As discussed in this PubCo post from February, a California bill, SB 826, addressing the issue of board gender diversity, has been making its way…

SEC approves amendments to Nasdaq Rule 5635(d), shareholder approval of certain private issuances

USA - September 28 2018 In January, as discussed in this PubCo post, Nasdaq proposed to modify the listing requirements in Rule 5635(d) to (i) change the definition of market…

Staff provides a bit of relief regarding compliance with Disclosure Update and Simplification

USA - September 26 2018 You may have noticed that there’s still no effective date for the new Disclosure Update and Simplification, which was adopted in August. (See this…

Were reports of the demise of universal proxy premature?

USA - September 24 2018 The specter of the possible imposition of mandatory universal proxy has long been with us. The SEC apparently considered requiring universal proxies…

Reminder: interim financial statements must be “reviewed”

USA - September 24 2018 Here’s a reminder from the SEC: interim financial statements included in Forms 10-Q are required to be “reviewed” by outside auditors. On Friday, in a…