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Besides death and taxes, one thing you can always count on is a lawsuit filed after a governmental regulatory action.
So, surprise, surprise, a major pension fund has filed a lawsuit against Bank of America stemming from its merger with Merrill Lynch.
Seems the current groundswell of support for say on pay proposals doesn't mean that companies have lost the upper hand when it comes to compensation.
Take the matter of a new AFL-CIO resolution aimed at preventing current or former CEOs from serving on board of director compensation committees. The Securities and Exchange Commissions just announced it's letting several companies omit the proposal entirely.
Posted by Stephen Taub in Wells Notice, Securities and Exchange Commission, SEC filings, sec, Regulation FD, investor relations, financial statements, finanacial reporting, delayed filing, compliance, Accounting
The Securities and Exchange Commission filed a rare Reg FD case earlier this week.
The regulator brought this action against Presstek, a maker and distributor of digital imaging equipment and its former chief executive officer, Edward J. Marino. The SEC's complaint alleges that on September 28, 2006, while acting on behalf of Presstek, Marino selectively disclosed material non-public information regarding Presstek's financial performance during the third quarter of 2006 to a managing partner of a registered investment adviser. The SEC also alleges that within minutes of receiving the information from Marino, the partner decided to sell his firm's entire Presstek stake. According to the complaint, Presstek did not simultaneously disclose to the public the information provided by Marino to the partner.
Presstek agreed to pay a civil penalty of $400,000 as part of its deal to settle the Commission's charges, without admitting or denying the allegations. The Commission said it took into account certain remedial measures taken by Presstek, including revising its corporate communications policies and corporate governance principles, replacing its management team and appointing new independent board members, and creating a whistleblower's hotline.
Citigroup Chairman Richard Parson's recent shake-up of the bank's board or directors can be dismissed as a product of the heavy hand of government. So can the changes seen elsewhere in the governance of TARP-assisted companies.
But Uncle Sam isn't the only source of pressure on cozy boards. Experts say new Securities and Exchange Commission rules will help ordinary shareholders exert more influence, and some of it is likely to be felt in the upcoming proxy season.
A lot has been written about the pros and cons of the SEC's new rules regarding short-selling. However, perhaps even more significant--but widely overlooked--is the fact that on Wednesday, the SEC approved the changes with a 3-2 vote.
This is a big deal, folks. Christopher Cox, SEC chairman during President Bush's second term, was widely criticized for his policy that the regulator only passes new rules unanimously. His goal was to avoid partisan votes, since commissioners are typically chosen based on party affiliation. However, keep in mind that there cannot be more than three commissioners from the president's party.
Submitted by Caleb Newquist, republished from Going Concern, Accounting News for Accountants and CFOs.
Remember how James Kroeker said how the Commission was "turning our focus back to the proposed roadmap"? No? Well, he did. And apparently he was serious because the SEC is having a meeting tomorrow about said roadmap. The whole time we've been reading about this map to godknowswhere, we just figured it was a figment of our imagination.
But a meeting! A meeting to decide whether or not the SEC will publish a statement! That's somewhat encouraging, isn't it? Here's exactly what's on the docket for the Sunshine Act Meeting:
Submitted by Caleb Newquist, republished from Going Concern , Accounting News for Accountants and CFOs.
Well, then. This is all very awkward for Pat Byrne and Co.
In an 8-K filed late Thursday, Overstock.com announced that it would be restating the consolidated financial statements contained in its 2008 annual report, and the those contained in the company's last three 10-Q's: period ended March 31, 2009; June 30, 2009; and September 30, 2009 (unreviewed!).
It goes without saying that those financial statements can no longer be relied upon.
The Securities and Exchange Commission announced on Thursday that it had settled -- again -- with Bank of America over charges that the bank misled shareholders about $3.6 billion in bonus payments to employees of Merrill Lynch, which B of A acquired in 2008.
The original $33 million settlement was, of course, rejected by U.S. District Court Judge Jed Rakoff. The judge initially refused to sign off on the deal, openly questioning why the commission would agree to such a deal if the charges against Bank of America were true. He later went further, saying the settlement "does not comport with the most elementary notions of justice and morality" because it subjects shareholders to a monetary penalty for the bank's alleged misconduct.
Buried beneath all the vast Internet chafe of news blurbs and press releases are untold numbers of gems that shed light on how corporate officers shouldn't behave. One of them includes a recent analysis by two Chicago lawyers who found a cautionary tale in an obscure SEC settlement filing from this past fall.
The story revolves around one Christopher Black, who in the summer of 2007 was the chief financial officer for American Commercial Lines, a publicly traded Indiana-based marine transport outfit that runs hundreds of barges and towboats up and down the Mississippi River. ACL is one of those companies that are especially subject to the whims of the commodities markets. As such, its earnings from one quarter to the next can defy expectations perhaps more than companies in other sectors.