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Corporate & Commercial

Contributed by Cooley LLP
New statement on key reminders for audit committees
  • USA
  • 10 February 2020

While company managements have long engaged with shareholders at annual meetings and investor presentations, the notion of director engagement with shareholders is a more recent development. But why is shareholder engagement increasingly being added to corporate director job descriptions? This article posits several theories for the trend and identifies the most common engagement topics, provides data on the frequency of engagement and highlights emerging practices relating to director engagement.

How will companies and CEOs meet corporate social responsibility challenges?
  • USA
  • 03 February 2020

A recent discussion on the Business Roundtable's adoption of a new statement on the purpose of a corporation concluded by observing (rhetorically) that the question raised by the statement was what all of the signatories would actually do to fulfil their corporate social responsibility commitments. Apparently, some non-governmental organisations are now asking that question for real and, ironically, one of the first recipients is a well-known leader of the pack on commitments to all stakeholders.

Jackson advocates transparency in political spending by corporations and institutional investors
  • USA
  • 27 January 2020

In July 2019 Representative Carolyn Maloney contacted Securities and Exchange Commission Commissioner Robert Jackson to solicit his views on legislation that would require public companies to disclose their corporate political spending. In his recent response, Jackson declared that the absence of transparency about political spending has led to a lack of accountability, allowing executives to spend shareholder money on politics in a way that serves the interests of insiders, not investors.

How does public view executive compensation?
  • USA
  • 20 January 2020

A recent Rock Centre for Corporate Governance paper suggests that the disconnect between observed pay levels and the public's view of executive compensation is stark. The paper was based on a survey conducted in October 2019 of 3,078 individuals – nationally representative by gender, age, race, political affiliation, household income and state residence – to understand the views that US citizens have on executive compensation.

Does appointment of former partner of client's audit firm to client's audit committee impair audit quality?
  • USA
  • 09 December 2019

Studies of former partners of audit firms who have assumed management positions at audit clients have raised concerns, at least pre the Sarbanes-Oxley Act, about potentially lower audit quality, perhaps reflecting audit firms' reluctance to challenge aggressive accounting decisions made by their former partners. But what happens when a former partner joins the audit client's audit committee?


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